WACKENHUT CORRECTIONS CORP, S-8, 1996-08-12

WACKENHUT CORRECTIONS CORP
S-8, 1996-08-12
FACILITIES SUPPORT MANAGEMENT SERVICES

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<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 12, 1996
REGISTRATION NO. 333-_______________
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________

WACKENHUT CORRECTIONS
CORPORATION
(Exact Name of Registrant as Specified in its Charter)

FLORIDA 65-0043078
(State or Other Jurisdiction of Incorporation (I.R.S. Employer
of Organization) Identification No.)

4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

WACKENHUT CORRECTIONS CORPORATION STOCK OPTION PLAN
(Full Title of the Plan)

JAMES P. ROWAN, ESQ.
4200 WACKENHUT DRIVE #100
PALM BEACH GARDENS, FLORIDA 33410-4243
(561) 622-5656
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
_______________
COPIES OF ALL COMMUNICATIONS TO:

STEPHEN K. RODDENBERRY, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
SUNTRUST INTERNATIONAL CENTER
ONE S.E. 3RD AVENUE, 28TH FLOOR
MIAMI, FLORIDA 33131-1704
(305) 374-5600

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================================================
TITLE OF PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO PROPOSED MAXIMUM AGGREGATE OFFERING AMOUNT OF
REGISTERED BE REGISTERED (2) OFFERING PRICE PER SHARE PRICE (3) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share (1) 1,500,000 $14.25 $21,375,000 $7,370.10
========================================================================================================================

</TABLE>
<PAGE> 2
(1) Includes shares issuable under the Wackenhut Corrections Corporation
Stock Option Plan (the "Plan").
(2) This Registration Statement also covers any additional shares that may
hereafter become issuable as a result of the adjustment provisions of
the Plan.
(3) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457 under the Securities Act of 1933, as
amended. The proposed Maximum Offering Price is based on the
aggregate of: (a) an exercise price of $3.41 per share for the 803,032
shares of Common Stock presently subject to outstanding options, and
(b) the average of the high and low prices of shares of Common Stock
as reported on the New York Stock Exchange on August 9, 1996 of
$26 3/4 per share for the remaining shares which may be issued upon the
exercise of stock options which may be awarded under the Plan.

Total Number of Sequentially Numbered Pages _____
Exhibit Index on Sequentially Numbered Page _____

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- --------------------------------------------------------------------------------

<PAGE> 3

EXPLANATORY NOTE

The first part of this Registration Statement has been prepared in
accordance with the requirements of Form S-8 and is intended to be used to
register shares to be issued and sold pursuant to the Plan. The Prospectus
filed as part of this Registration Statement has been prepared in accordance
with the requirements of Form S-3 and may be used for reofferings or resales of
common stock previously acquired or to be acquired by the participants in the
Plan who are deemed control persons of the Company.

<PAGE> 4

PART I

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

REOFFER PROSPECTUS PREPARED IN
ACCORDANCE WITH THE REQUIREMENTS OF
PART I OF FORM S-3

(BEGINS ON NEXT PAGE)

<PAGE> 5
REOFFER PROSPECTUS

WACKENHUT CORRECTIONS CORPORATION

386,464 SHARES

COMMON STOCK
(PAR VALUE $.01 PER SHARE)

____________________________________________________

WACKENHUT CORRECTIONS CORPORATION
STOCK OPTION PLAN

This Prospectus is being used in connection with the reoffering by
certain directors and/or other affiliates named herein (the "Selling
Shareholders") of Wackenhut Corrections Corporation, a Florida corporation (the
"Company" or the "Registrant"), of shares of Common Stock, par value $.01 per
share, of the Registrant (the "Common Stock") previously acquired by them
pursuant to the Wackenhut Corrections Corporation Stock Option Plan (the
"Plan").

All expenses of registration incurred in connection with this offering
are being borne by the Company, but all brokerage commissions, discounts and
other expenses incurred by individual Selling Shareholders will be borne by the
individual Selling Shareholder. The Company will not be entitled to any of the
proceeds from such sales, although the Company is entitled to receive the
exercise price of the options under which the shares of Common Stock are
acquired by the Selling Shareholders.

The Common Stock is listed on the New York Stock Exchange under the
symbol "WHC." On August 9, 1996, the last reported sales price of the common
Stock on the New York Stock Exchange was $26 1/4 per share.

SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

______________________________________________________

No person has been authorized to give any information or to make any
representations, other than those in this Prospectus, in connection with the
offer contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any of the securities offered hereby in any
state to or from any person to whom it is unlawful to make or solicit such
offer in such state. Neither the delivery of this Prospectus nor any sales
made hereunder shall under any circumstances create any implication that there
has been no change in the information herein since the date hereof.

THE DATE OF THIS PROSPECTUS IS AUGUST 12, 1996

<PAGE> 6
AVAILABLE INFORMATION

The Company is a reporting company subject to the informational
requirements of the Securities Exchange Act of 1934 (the "Exchange Act") and,
in accordance therewith, files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information may be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Northeast Regional Office, 7
World Trade Center, Suite 1300, New York, New York 10048; and Midwest Regional
Office, Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference
Section of the Commission, Judiciary Plaza, 450 Fifth Street, NW, Washington,
D.C. 20549 upon payment of prescribed fees. In addition, all reports, proxy
statements and other information filed by the Company should also be available
for inspection at the offices of the New York Stock Exchange at 20 Broad
Street, New York, New York 10005.

The Company has filed with the Commission a Registration Statement on
Form S-8, relating to the Common Stock offered hereby (the "Registration
Statement"). This Prospectus, which is a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with respect
to the Company and the Common Stock offered hereby, reference is hereby made to
the Registration Statement and the exhibits and schedules filed as a part
thereof, which may be obtained from the Commission in the manner set forth
above.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference: (1) Annual Report on Form 10-K for the fiscal
year ended December 31, 1995; (2) Quarterly Report on Form 10-Q for the
thirteen weeks ended March 31, 1996; and (3) Description of the Company's
Common Stock contained in the Company's Registration Statement on Form 8-A
filed with the Commission on June 27, 1994, and any amendment or report filed
with the Commission for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any subsequently filed document
which is or is deemed to be incorporated by reference herein modifies or
supersedes such statement.

The Company will furnish, without charge, to each person to whom a
Prospectus is delivered, upon written or oral request, a copy of the foregoing
Annual Report on Form 10-K, the foregoing Quarterly Report on Form 10-Q and the
foregoing Registration Statement on Form 8-A, in each case other than exhibits
thereto (unless such exhibits are specifically incorporated by reference
therein). Requests for such documents should be submitted in writing to
Wackenhut Corrections Corporation, 4200 Wackenhut Drive #100, Palm Beach
Gardens, Florida 33410-4243, Attention: Corporate Secretary, or by telephone
at (561) 622-5656.

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<PAGE> 7
THE COMPANY

Wackenhut Corrections Corporation is a leading developer and manager
of privatized correctional and detention facilities in the United States, the
United Kingdom and Australia. The Company was founded in 1984 as a division of
The Wackenhut Corporation ("Parent"), a leading provider of professional
security services, and was incorporated in Florida in April 1988.

The Company offers governmental agencies a comprehensive range of
correctional and detention facility management services from individual
consulting projects to the integrated design, development and management of
such facilities. In addition to providing the fundamental residential services
relating to the security of facilities and the detention and care of inmates,
the Company has built a reputation as an effective provider of a wide array of
in-facility rehabilitative and educational programs, such as chemical
dependency counseling and treatment, basic education, and job and life skills
training. Additionally, the Company is continuously seeking to expand into
complementary services such as work release programs, youth detention services
and prisoner transport services (known as court escort services in the United
Kingdom).

The company's principal executive offices are located at 4200
Wackenhut Drive, #100, Palm Beach Gardens, Florida 33410-4243, and its
telephone number is (561) 622-5656.

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a
high degree of risk. Prospective investors should consider carefully the
following risk factors, which can affect the Company's current position and
future prospects, in addition to the other information set forth in this
Prospectus in connection with an investment in the shares of Common Stock
offered hereby.

REVENUE AND PROFIT GROWTH DEPENDENT ON EXPANSION. The Company's
growth will depend to a significant degree upon its ability to obtain
additional construction and management contracts and to retain existing
management contracts. The Company's growth is generally dependent on the
construction and management of new correctional and detention facilities, since
contracts to manage existing public facilities are not typically offered to
private operators. The rate of construction of new facilities and, therefore,
the Company's potential for growth will depend on a number of factors,
including crime rates and sentencing patterns in countries in which the Company
operates, governmental and public acceptance of the concept of privatization,
the number of facilities available for privatization and the Company's ability
to obtain awards for contracts and to integrate new facilities into its
management structure on a profitable basis. In addition, certain jurisdictions
recently have required the successful bidder to make a significant capital
investment in connection with the financing of a particular project. The
Company's ability to secure awards under such circumstances will, therefore,
also depend on the Company having sufficient capital resources. The Company
anticipates that there will be significant competition among operators of
correctional and detention facilities for construction and management contracts
for new facilities and for the renewal of contacts upon expiration.
Accordingly, there can be no assurance that the Company will be able to obtain
additional contracts to construct or manage new facilities or to retain its
existing contracts upon expiration thereof.

GROWTH STRATEGY. The Company intends to grow through internal
expansion and through selective acquisitions of additional companies. There
can be no assurance that the Company will be able to identify, acquire or
profitably manage additional companies or successfully integrate such
additional companies into the Company without substantial costs, delays or
other problems. In addition, there can be no assurance that companies acquired
in the future will be profitable at the time of their acquisition or will
achieve levels of profitability that justify the investment therein.
Acquisitions may involve a number of special risks, including, but not limited
to, adverse short-term effects on the Company's reported operating results,
diversion of management's attention, dependence on retaining, hiring and
training key personnel, risks associated with unanticipated problems or legal
liabilities and

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<PAGE> 8

amortization of acquired intangible assets, some or all of which could have a
material adverse effect on the Company's operations and financial performance.

CONTRACT DURATION. The Company's facility management contracts
typically have terms ranging from one to five years. The Company has two
contracts that will expire in 1996, one of which has a two-year renewal option
which is automatically renewed subject to legislative appropriation and one of
which will be subject to competitive re-bid. The Company's management
contracts generally contain one or more renewal options for terms ranging from
one to five years. Only the contracting governmental agency may exercise a
renewal option. No assurance can be given that any agency will exercise a
renewal option in the future. Additionally, the contracting governmental
agency typically may terminate a facility contract without cause by giving the
Company adequate written notice.

CONTRACTS SUBJECT TO GOVERNMENTAL FUNDING. The Company's facility
management contracts are subject to either annual or bi-annual governmental
appropriations. A failure by a governmental agency to receive such
appropriations could result in termination of the contract by such agency or a
reduction of the management fee payable to the Company. In addition, even if
funds are appropriated, delays in payments may occur which could negatively
affect the Company's cash flow. Furthermore, in certain cases the development
and construction of facilities to be managed by the Company are subject to
obtaining construction financing. Such financing may be obtained through a
variety of means, including without limitation, sale of tax-exempt bonds or
other obligations or direct governmental appropriation. The sale of tax-exempt
bonds or other obligations may be adversely affected by changes in applicable
tax laws or adverse changes in the market for tax-exempt bonds or other
obligations.

GOVERNMENTAL REGULATION: OVERSIGHT, AUDITS AND INVESTIGATIONS. The
Company's business is highly regulated by a variety of governmental authorities
which continuously oversee the Company's business and operations. For example,
the contracting agency typically assigns full-time, on-site personnel to a
facility to monitor the Company's compliance with contract terms and applicable
regulations. Failure by the Company to comply with contract terms or
regulations could expose it to substantial penalties, including the loss of a
management contract. In addition, changes in existing regulations could
require the Company to modify substantially the manner in which it conducts
business and, therefore, could have a material adverse effect on the Company.

Additionally, the Company's contracts give the contracting agency the
right to conduct audits of the facilities and operations managed by the Company
for the agency, and such audits occur routinely. An audit involves a
governmental agency's review of the Company's compliance with the prescribed
policies and procedures established with respect to the facility. The Company
also may be subject to investigations as a result of an audit, an inmate's
complaint or other causes.

FACILITY OCCUPANCY LEVELS. A substantial portion of the Company's
revenues are generated under facility management contracts that specify a net
rate per day per inmate ("per diem rate") based upon occupancy rates (some of
which provide guaranteed minimum occupancy levels), while a substantial portion
of the Company's cost structure is fixed. Under a per diem rate structure, a
decrease in occupancy rates could cause a decrease in revenues and
profitability. The Company is, therefore, dependent on government agencies
supplying Company facilities with a sufficient number of inmates to meet the
facilities' design capacities. A failure to do so may cause the Company to
forgo revenues and income or delay recognition of revenues and income to later
periods. The Company has recently experienced a delay in filling three Texas
facilities to their design capacities in accordance with the anticipated
schedule set forth in the contracts.

ACCEPTANCE OF PRIVATIZED CORRECTIONAL AND DETENTION FACILITIES.
Management of correctional and detention facilities by private entities has not
achieved complete acceptance by either governments or the public. Some sectors
of the federal government and some state governments are legally unable to
delegate their traditional management responsibilities for correctional and
detention facilities to private companies. The operation of correctional and
detention facilities by private entities is a relatively new concept, is not
widely understood by the

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<PAGE> 9

public and has encountered resistance from certain groups, such as labor
unions, local sheriff's departments and groups that believe correctional and
detention facility operations should only be conducted by governmental
agencies. Such resistance may cause a change in public and government
acceptance of privatized correctional facilities. In addition, changes in
dominant political parties in any of the markets in which the Company operates
could result in significant changes to previously established views of
privatization in such markets.

OPPOSITION TO FACILITY LOCATION AND ADVERSE PUBLICITY. The Company's
success in obtaining new awards and contracts may depend in part upon its
ability to locate land that can be leased or acquired on economically favorable
terms by the Company or other entities working with the Company in conjunction
with the Company's's proposal to construct and/or manage a facility. Some
locations may be in or near populous areas and, therefore, may generate legal
action or other forms of opposition from residents in areas surrounding a
proposed site. The Company's business is subject to public scrutiny. In
addition to possible negative publicity about privatization in general, an
escape, riot or other disturbance at a Company-managed facility or another
privately-managed facility may result in publicity adverse to the Company and
the industry in which it operates, which could materially adversely affect the
Company's business.

BUSINESS CONCENTRATION. Contracts with governmental agencies of the
State of Texas accounted for 41% and 48% of the Company's revenues in Fiscal
1994 and Fiscal 1993, respectively. Contracts with the New South Wales
Department of Corrective Services accounted for 15% of the Company's revenues
in Fiscal 1994. Contracts with the Queensland Corrective Services Commission
accounted for 13% of the Company's revenues in Fiscal 1994. Contracts with the
Louisiana Department of Public Safety and Corrections accounted for 13% and 17%
of the Company's revenues in Fiscal 1994 and Fiscal 1993, respectively. The
loss of, or a significant decrease in, business from one or more of the
foregoing agencies could have a material adverse effect on the Company's
results of operations.

POTENTIAL LEGAL LIABILITY. The Company's management of correctional
and detention facilities exposes it to potential third-party claims or
litigation by prisoners or other persons for personal injury or other damages
resulting from contact with Company-managed facilities, programs, personnel or
prisoners, including damages arising from a prisoner's escape or from a
disturbance or riot at a Company-managed facility. In addition, the Company's
management contracts generally require the Company to indemnify the
governmental agency against any damages to which the governmental agency may be
subject in connection with such claims or litigation. The Company participates
in an insurance program maintained by Parent that provides coverage for certain
liability risks faced by the Company, including personal injury, bodily injury,
death or property damage to a third party where the Company is found to be
negligent. There can be no assurance, however, that the Company's insurance
will be adequate to cover all potential claims. In addition, the Company is
involved in certain litigation matters relating to certain of its facilities.

DEPENDENCE ON PARENT FOR CERTAIN SERVICES. The Company has
historically been dependent upon Parent for various services including legal,
accounting, financial, data processing, auditing, treasury, cash management,
insurance, government contract management and human resource services. Parent
continues to provide certain of these services to the Company at a fixed annual
fee under a contract that was renewed for a two-year term expiring December 31,
1997. In addition, the Company is a named insured under an insurance program
maintained by Parent that includes commercial general liability, automobile
liability and workers compensation coverage. The Company reimburses Parent for
direct and indirect costs associated with such coverage. No assurance can be
given that Parent will continue to provide the Company such services or
insurance coverage after December 31, 1997 and the cost of such services and
insurance coverage may be significantly higher if the Company purchases such
services or coverage from unaffiliated providers.

INFLATION. The Company's largest facility management expense is
personnel costs. Most of the Company's facility management contracts provide
for payments to the Company of either fixed management fees or fees that
increase by only small amounts during their terms. If, due to inflation or
other causes, the Company must

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increase the wages and salaries of its employees at rates faster than
increases, if any, in management fees, then the Company's profitability would
be adversely affected.

COMPETITION. The Company competes with a number of companies,
including, but not limited to, Corrections Corporation of America, Esmore
Correctional Services, Inc., Group 4 International Correction Services,
Securicor Group, U.K. Detention Services, Ltd. and U.S. Corrections
Corporation. Some of these companies are larger and have greater resources
than the Company. The Company also competes in some markets with small local
companies that may have better knowledge of the local conditions and may be
better able to gain political and public acceptance. Potential competitors can
enter the Company's business without substantial capital investment or previous
experience in the management of correctional and detention facilities. In
addition, in some markets, the Company may compete with governmental agencies
that manage correctional facilities.

ECONOMIC RISKS ASSOCIATED WITH DEVELOPMENT ACTIVITIES. When the
Company is engaged to perform construction and design services for a facility,
the Company typically acts as the primary contractor and subcontracts with
other parties who act as the general contractor. As primary contractor, the
Company is subject to the various risks of construction (including, without
limitation, shortages of labor and materials, work stoppages, labor disputes
and weather interference) which could cause construction delays, and the
Company is subject to the risk that the general contractor will be unable to
complete construction at the budgeted cost or be unable to fund any excess
construction costs. Under such contracts the Company is ultimately liable for
all late delivery penalties and cost overruns.

FACILITY LEASE LIABILITY. The Company currently leases four of the
facilities that it manages. One of the leases for such facilities does not
terminate upon the completion or termination of the management contract for
such facility. If a management contract for such a facility is completed or
terminated, the Company would be obligated to continue to make lease payments
until expiration of the facility lease, even though it no longer would receive
management fees with respect to such facility. Under such leases, the Company
may have no contractual remedy to obtain reimbursement. At December 1, 1995,
the Company's maximum potential remaining liability under such leases was
approximately $118,000.

CONTROL OF COMPANY. George R. Wackenhut and his wife, Ruth J.
Wackenhut, together, through trusts over which they have sole dispositive and
voting power control approximately 50.004% of the issued and outstanding voting
common stock of Parent. Parent owns approximately 55% of the issued and
outstanding shares of Common Stock of the Company. As a result, through
Parent, George R. Wackenhut and Ruth J. Wackenhut will be able to control
virtually all matters requiring approval of the shareholders of the Company,
including the election of all of the directors. Although Parent intends to
maintain a controlling interest in the Company and has no present plans to
distribute or otherwise dispose of its shares in the Company, Parent recognizes
that the Company may need additional capital as it expands and that the Company
may sell additional shares with the result that Parent may own less than 50% of
the shares of the Company.

ANTI-TAKEOVER PROVISIONS. Pursuant to the Company's Articles of
Incorporation, the Company's Board of Directors has the authority to issue
shares of preferred stock and to determine the rights, preferences, privileges
and restrictions of such shares without any further vote or action by the
Company's shareholders. The issuance of preferred stock under certain
circumstances could have the effect of delaying or preventing a change in
control of the Company. In addition, certain provisions of the Florida
Business Corporation Act have anti-takeover effects and may inhibit a
non-negotiated merger or other business combination. These provisions are
intended to encourage any person interested in acquiring the Company to
negotiate with, and to obtain the approval of, the Board of Directors in
connection with such a transaction. However, certain of these provisions may
discourage a future acquisition of the Company, including an acquisition in
which the shareholders might otherwise receive a premium for their shares. As
a result, shareholders who might desire to participate in such a transaction
may not have the opportunity to do so.

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DEPENDENCE UPON EXECUTIVE OFFICERS AND OTHER KEY EMPLOYEES. The
continued success of the Company is dependent to a significant degree upon the
continuing services of its executive officers. The loss or unavailability of
any of the Company's executive officers could have an adverse effect on the
Company. In addition, the Company is dependent upon its ability to hire and
retain senior operational employees.

DESCRIPTION OF PLAN

The Plan was adopted on May 6, 1994 and permits the Nominating and
Compensation Committee of the Board of Directors of the Company to grant stock
options to officers, consultants and employees of the Company who have
contributed significantly to the profitability and growth of the Company. The
aggregate number of shares of Common Stock that may be issued under the Plan is
1,500,000 shares.

SELLING SHAREHOLDERS

The shares of Common Stock being offered pursuant to this Prospectus
were purchased by the Selling Shareholders upon the exercise of stock options
under the Plan. The following table shows the names of the Selling
Shareholders and positions with the Company, the number of shares of the
Company's Common Stock beneficially owned by each of the Selling Shareholders
as of August 9, 1996, the number of shares of Common Stock covered by this
Prospectus and the number and percentage of Common Stock (including shares
subject to options exercisable within 60 days) to be beneficially owned by each
Selling Shareholder after the completion of the Offering:

% OF
COMMON
NUMBER OF NUMBER OF NUMBER OF STOCK
SHARES SHARES SHARES BENEFICIALLY
BENEFICIALLY COVERED BY BENEFICIALLY OWNED
POSITION WITH OWNED PRIOR TO THIS OWNED AFTER AFTER
SELLING SHAREHOLDER THE COMPANY OFFERING (1) PROSPECTUS OFFERING (2) OFFERING (2)
- --------------------------------- ------------------------- -------------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C>
George R. Wackenhut (3) . . . . Director 12,107,530 74,666 12,032,064 52.3%

Richard R. Wackenhut . . . . . . Director 74,666 74,666 0 0

George C. Zoley . . . . . . . . . President, Chief Executive 94,666 94,666 0 0
Officer and Director

Wayne H. Calabrese . . . . . . . Executive Vice President 47,334 47,334 0 0

John G. O'Rourke . . . . . . . . Chief Financial Officer, 23,666 23,666 0 0
Senior Vice President,
Finance and Treasurer

Carol M. Brown . . . . . . . . . Senior Vice President, 23,666 23,666 0 0
Health Services

Patricia Persante . . . . . . . . Senior Vice President 47,800 47,800 0 0
</TABLE>

* Less than 1% beneficial ownership.

(1) Includes shares subject to options which are exercisable within
sixty days of this Prospectus.
(2) Assumes that all shares offered hereby are sold.
(3) George R. Wackenhut, together with his wife, Ruth J. Wackenhut,
jointly own 50.004% of the issued and outstanding voting common
stock of The Wackenhut Corporation ("Parent") and Parent controls
the Company. By virtue of their control, George R. Wackenhut and
Ruth J. Wackenhut are deemed beneficial owners of the shares of
Common Stock owned by Parent.

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<PAGE> 12
GEORGE R. WACKENHUT has served as a Director of the Company since it
was incorporated in 1988. Mr. Wackenhut is the Chairman of the board, Chief
executive Officer and founder of Parent. Mr. Wackenhut was President of Parent
from the time of its founding in 1955 until 1986. Prior to that, Mr. Wackenhut
had been a Special Agent of the Federal Bureau of Investigation from 1950 to
1954. Mr. Wackenhut is on the Dean's Advisory Board of the University of Miami
School of Business, the National Council of Trustees, Freedom Foundation at
Valley Forge, the President's Advisory Council for the Small Business
Administration, Region IV, and a member of the National Board of the National
Soccer Hall of Fame. Mr. Wackenhut is a past member of the Law Enforcement
Council, National Council on Crime and Delinquency, and the Board of Visitors
of the Untied States Army Military Police School. His son, Richard R.
Wackenhut, is a Director of the Company.

RICHARD R. WACKENHUT has served as a Director of the Company since it
was incorporated in 1988. Mr. Wackenhut has been the President and Chief
Operating Officer of Parent since 1986, and was Senior Vice President,
Operations from 1983 to 1986. Mr. Wackenhut joined Parent in 1973 and served
in a number of positions of increasing responsibility, including filed
positions of Area and District Manager. Mr. Wackenhut is a member of the
Student Affairs Committee and the Development Committee of the St. Thomas
University Board of Trustees, and is a Director of Associated Industries of
Florida. He is also a member of the American Society of Industrial Security
and a member of the International Security Management Association. Mr.
Wackenhut is the son of George R. Wackenhut, a Director of the Company.

GEORGE C. ZOLEY has served as President and a Director of the company
since it was incorporated in 1988, and Chief Executive Officer since April
1994. Dr. Zoley established the correctional division for Parent in 1984 and
was, and continues to be, a major factor int he Company's development of its
privatized correctional and detention facility business. Dr. Zoley is also a
director of each of the entities through which the Company conducts its
international operations. From 1981 through 1988, as manager, director, and
then Vice President of Government Services of WSI, Dr. Zoley was responsible
for the development of opportunities in the privatization of government
services by WSI. Dr. Zoley continues to serve as a Vice President of WSI.
Prior to joining WSI, Dr. Zoley held various administrative and management
positions for city and county governments in South Florida.

WAYNE H. CALABRESE has served as Acting Chief Operating Officer since
December 1995 and as Executive Vice President since June 1994. Mr. Calabrese
is also a director of each of the entities through which the Company conducts
its international operations. Mr. Calabrese served as Chief Executive Officer
of Australasian Correctional Management, Pty Ltd, a subsidiary of the company,
from 1991 until he returned to the United States in 1994. Mr. Calabrese joined
the Company as Vice President, Business Development in 1989 and became
Executive Vice President of the Company in 1994. Mr. Calabrese's prior
experience in the public sector includes positions as Assistant City Law
Director in Akron, Ohio, Assistant County Prosecutor, and later, Chief of the
County Bureau of Support for Summit County, Ohio. Mr. Calabrese was also Legal
Counsel and Director of Development for the Akron Metropolitan Housing
Authority. Prior to joining the Company, Mr. Calabrese was engaged in the
private practice of law as a partner in the Akron law firm of Calabrese,
Dobbins and Kepple.

JOHN G. O'ROURKE has served as Chief Financial Officer and Treasurer
of the Company since April 1994, and has been the Senior Vice President,
Finance of the company since June 1991. Prior to joining the Company, Mr.
O'Rourke spent twenty years as an officer in the Untied States Air Force where
his most recent position was a the Strategic Division Chief in the Office of
the Secretary of the Air Force, responsible for acquisition and procurement
matters for strategic bomber aircraft.

CAROL M. BROWN has served as Senior Vice President, Health Services of
the company since August 1990. Ms. Brown is a certified specialist in
correctional health care management. From 1988 until joining the Company, Ms.
Brown was a consultant for medial case management and workers' compensation in
South Florida for Health and Rehabilitation Management, Inc. From 1987 and
1988, Ms. Brown was Medial Manager for Metlife Healthcare

8
<PAGE> 13

of South Florida. Ms. Brown was an administrator for health care services for
Medical Personnel Pool, Inc. from 1985 to 1987 and for Upjohn Healthcare
Services from 1981 to 1985.

PATRICIA MCNAIR PERSANTE has served as Senior Vice President, Contract
Compliance of the Company since February 1995 and was vice President, Contract
Compliance of the Company from 1990 to February 1995. From 1988 until joining
the Company, Ms. Persante was engaged in private law practice with the San
Antonio law firm of Smith, Banshop, Stoffer & Millsep. From 1983 to 1988, Ms.
Persante was Assistant Criminal District Attorney for Bexar County, Texas.

USE OF PROCEEDS

The Company will not receive any proceeds from the reoffering of
securities by the Selling Stockholders, although the Company is entitled to
receive the exercise price of the options under which the Common Shares are
acquired by the Selling Stockholders. The proceeds received by the Company on
the exercise of the options may be used for general corporate purposes.

PLAN OF DISTRIBUTION

The shares of Common Stock are being registered for reoffers and
resales by the Selling Shareholders for their own accounts. Such shares of
Common Stock may be sold from time to time by any of the Selling Shareholders
or by pledgees, donees, transferees or other successors in interest, directly
to purchasers, in one or more transactions (which may involve one or more block
transactions) on the New York Stock Exchange, in separately negotiated
transactions or in a combination of such transactions, at market prices
prevailing at the time of such sale, at prices related to such prevailing
prices or at prices otherwise negotiated.

The Selling Shareholders may be limited in the amount of shares of
Common Stock which they may sell during any three month period as a result of
the volume limitations contained in Section 144 of the Exchange Act. The
amount of shares of Common Stock which may be sold by each of the Selling
Shareholders within any three month period may not exceed, when aggregated with
sales of shares of Common Stock of the Company by such Selling Shareholders,
the greater of (i) one percent of the shares of Common Stock of the Company
outstanding as shown by the most recent report filed by the Company; or (ii)
the average weekly reported volume of trading in shares of Common Stock on the
New York Stock Exchange during the four calendar weeks preceding the filing of
the Forms required under Rule 144 promulgated under the Securities Act (or if
no such notice is required, the date of receipt of the order by a broker-dealer
to execute the transaction), or (iii) the average weekly volume of trading in
the shares of Common Stock reported through the consolidated transaction
reporting system under the Exchange Act during such four week period.

The Selling Shareholders may effect such transactions by selling the
shares to or through broker-dealers and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Selling Shareholders and/or the purchasers of the share for whom such
broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions). The Selling Shareholders and any
broker-dealers that participate in the distribution of the shares may be deemed
"underwriters" within the meaning of Section 2(11) of the Securities Act and
any commissions received by them and any profit on the resale of the shares
sold by them may be deemed to be underwriting discounts and commissions under
the Securities Act.

Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Common Stock through a block trade, a special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c) of
the Securities Act, disclosing (i) the name of each such Selling Shareholder
and of the participating broker-dealer(s), (ii) the number of shares involved,
(iii) the price at which such shares were

9
<PAGE> 14

sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this Prospectus and (vi) other facts material to the transaction.

There can be no assurances that any of the Selling Shareholders will
sell any or all of the shares of Common Stock offered by them hereunder.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant, a Florida corporation, is empowered by Section
607.0850 of the Florida Business Corporation Act, subject to the procedures and
limitations stated therein, to indemnify any person who was or is a party to
any proceeding (other than an action by, or in the right of, the corporation),
by reason of the fact that he is or was a director, officer, employee, or agent
of the corporation or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 607.0850 also empowers a Florida corporation to indemnify any
person who was or is a party to any proceeding by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the board of directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof, if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable unless, and only to the
extent that, he court in which such proceeding was brought, or any other court
of competent jurisdiction, shall determine upon application that, despite the
adjudication of liability but in view of all circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper. To the extent that a director, officer, employee
or agent of a corporation has been successful on the merits or otherwise in
defense of any proceeding referred to above, or in defense of any claim, issue
or matter therein, he shall be indemnified against expenses actually and
reasonably incurred by him in connection therewith.

The indemnification and advancements of expenses provided pursuant to
Section 607.0850 are not exclusive, and a corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees or agents, under any bylaw, agreement, vote of shareholders
or disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which he director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Business Corporation Act, relating to a director's liability
for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

10
<PAGE> 15

investigative by reason of the fact he is or was a director, officer, employee,
or agent, or is or was serving at the request of the Registrant as a director,
officer, employee, agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, (except in such case involving gross negligence or willful
misconduct) in the performance of their duties to the full extent permitted by
applicable law. Such indemnification may, in the discretion of the Board of
Directors, include advances of his expenses in advance of final disposition
subject to the provisions of applicable law. Such right of indemnification
shall not be exclusive of any right to which any director, officer, employee,
agent or controlling shareholder of the Registrant may be entitled as a matter
of law.

Under the Registrant's indemnification agreements with its officers
and directors it is obligated to indemnify each of its officers and directors
to the fullest extent permitted by law with respect to all liability and loss
suffered, and reasonable expense incurred, by such person, in any action suit
or proceeding in which such person was or is made or threatened to be made a
party or otherwise involved by reason of the fact that such person was a
director of officer of the Registrant. The Registrant is also obligated to pay
the reasonable expenses of indemnified directors or officers in defending such
proceeding if the indemnified party agrees to repay all amounts advanced should
it be ultimately determined that such person is not entitled to
indemnification.

The Registrant maintains an insurance policy covering directors and
officers under which the insurer agrees to pay, subject to certain exclusions,
for any claim made against the directors and officers of the Registrant for a
wrongful act for which they may become legally obligated to pay or for which
the Registrant is required to indemnify its directors or officers.

LEGAL MATTERS

The validity of the issuance of the shares being offered hereby will
be passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida, Suntrust International Center, One Southeast Third Avenue, 28th Floor,
Miami, Florida 33131-1704.

EXPERTS

The financial statements of the Company included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1995 and
incorporated by reference in this Prospectus and Registration Statement have
been audited by Arthur Andersen LLP, independent certified public accountants,
as indicted in their report appearing therein and are included herein in
reliance upon the authority of that firm as expert in giving said report.

11
<PAGE> 16

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
(Not Required in Prospectus)

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by Company with the Commission
are incorporated herein by reference.

(a) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.

(b) The Company's Quarterly Report on Form 10-Q for the
thirteen weeks ended March 31, 1996.

(c) The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form 8-A filed with the Commission on June 27, 1994,
and any amendment or report filed with the Commission
for the purpose of updating such description.

In addition, all documents filed by the Registrant with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
after the date of this Registration Statement and prior to the termination of
the offering shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of the filing of
such document with the Commission. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or superseded such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of the Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable. The class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

<PAGE> 17

as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust or other enterprise against liability incurred in
connection with such proceeding, including any appeal thereof, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
in the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful.

Section 607.0850 also empowers a Florida corporation to
indemnify any person who was or is a party to any proceeding by or in the right
of the corporation to procure a judgment in its favor by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer
employee or agent of another corporation, partnership, joint venture, trust, or
other enterprise, against expenses and amounts paid in settlement not
exceeding, in the judgment of the board of directors, the estimated expense or
litigating the proceeding to conclusion, actually and reasonably incurred in
connection with the defense or settlement of such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable unless,
and only to the extent that, the court in which such proceeding was brought, or
any other court of competent jurisdiction, shall determine upon application
that, despite the adjudication of liability but in view of all circumstances of
the case, such person is fairly and reasonably entitled to indemnify for such
expenses which such court shall deem proper. To the extent that a director,
officer, employee or agent of a corporation has been successful on the merits
or otherwise in defense of any proceeding referred to above, or in defense of
any claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.

The indemnification and advancement of expenses provided
pursuant to Section 607.0850 are not exclusive, and a corporation may make any
other or further indemnification or advancement of expenses of any of its
directors, officers, employees or agents, under any bylaw, agreement, vote of
shareholders or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, a director, officer, employee or agent is not entitled to
indemnification or advancement of expenses if a judgment or other final
adjudication establish that his actions, or omissions to act, were material to
the cause of action so adjudicated and constitute: (i) a violation of the
criminal law, unless the director, officer, employee or agent had reasonable
cause to believe his conduct was lawful or had no reasonable cause to believe
his conduct was unlawful; (ii) a transaction from which the director, officer,
employee or agent derived an improper personal benefit; (iii) in the case of a
director, a circumstance under which the liability provisions of Section
607.0834 of the Florida Business Corporation Act, relating to a director's
liability for voting in favor of or asserting to an unlawful distribution, are
applicable; or (iv) willful misconduct or a conscious disregard for the best
interests of the corporation in a proceeding by or in the right of the
corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

The Registrant's bylaws provide that the Registrant shall
indemnify every person who was or is a party of or was threatened to be made a
party to any action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact he is or was a director,
officer, employee, or agent, or is or was serving at the request of the
Registrant as a director, officer, employee, agent or trustee of another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against expenses including attorney's fees), judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding, (except in such case involving
gross negligence or willful misconduct) in the performance of their duties to
the full extent permitted by applicable law. Such indemnification, in the
discretion of the Board of Directors, include advances of his expenses in
advance of final disposition subject to the provisions of applicable law. Such
right of indemnification shall not be exclusive or any right to which any
director, officer, employee, agent or controlling shareholder of the Registrant
may be entitled as a matter of law.

II-2
<PAGE> 18
Under the Registrant's indemnification agreements with its
officers and directors it is obligated to indemnify each of its officers and
directors to the fullest extent permitted by law with respect to all liability
and loss suffered, and reasonable expense incurred, by such person, in any
action suite or proceeding in which such person was or is made or threatened to
be a part or otherwise involved by reason of the fact that such person was a
director or officer of the Registrant. The Registrant is also obligated to pay
the reasonable expense of indemnified directors or officers in defending such
proceeding if the indemnified party agrees to repay all amounts advance should
it be ultimately determined that such person is not entitled to
indemnification.

The Registrant maintains an insurance policy covering
directors and officers under which the insurer agrees to pay, subject to
certain exclusions, for any claim made against the directors and officers of
the Registrant for a wrongful act for which they may become legally obligated
to pay or for which the Registrant is required to indemnify its directors and
officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The exhibits filed as part of this Registration Statement are
as follows:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C> <C>
4.1 -- Amended and Restated Articles of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 of the Registrant's
Registration Statement on Form S-1 -- File No. 33-79264).

4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form S-1 -- File No. 33-
79264).

4.3 -- Form of Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on the Registrant's Form 8-A filed
with the Commission on June 27, 1994).

5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.

10.1 -- Wackenhut Corrections Corporation Stock Option Plan .

23.1 -- Consent of Arthur Andersen LLP.

23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion
filed as Exhibit 5.1).

24.1 -- Powers of Attorney -- included as part of the signature page hereto.
</TABLE>

ITEM 9. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

II-3
<PAGE> 19

A. (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:

(i) To include any prospectus required
by Section 10(a)(3) of the Securities Act.

(ii) To reflect in the Prospectus any
facts or events arising after the effective date of
the Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set fort in the Registration
Statement; and

(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement or
any material change to such information in the
Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act, and is, therefore unenforceable in the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding) is
asserted by; such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such indemnification
by it is against public policy and as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

II-4
<PAGE> 20
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the registrant, Wackenhut Corrections Corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be signed on its
behalf the undersigned, thereunto duly authorized, in the City of Palm Beach
Gardens, State of Florida, on the 12th day of August, 1996.

WACKENHUT CORRECTIONS CORPORATION

By: /s/ GEORGE C. ZOLEY
------------------------------------------------
GEORGE C. ZOLEY
President, Chief Executive Officer and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James P. Rowan and John G. O'Rourke, and
each of them, as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the foregoing, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on August 12, 1996.

Signature Title
--------- -----

/s/ GEORGE R. WACKENHUT Chairman of the Board and Director
------------------------------
GEORGE R. WACKENHUT

/s/ GEORGE C. ZOLEY President, Chief Executive Officer and
------------------------------ Director (Principal Executive Officer)
GEORGE C. ZOLEY

/s/ JOHN G. O'ROURKE Chief Financial Officer, Senior Vice
------------------------------ President Finance and Treasurer
JOHN G. O'ROURKE (Principal Financial and
Accounting Officer)

II-5
<PAGE> 21
Signature Title
--------- -----

/s/ RICHARD R. WACKENHUT Director
------------------------------
RICHARD R. WACKENHUT

Director
-------------------------------
NORMAN A. CARLSON

Director
-------------------------------
BENJAMIN R. CIVILETTI

/s/ MANUEL J. JUSTIZ Director
-------------------------------
MANUEL J. JUSTIZ

/s/ ANTHONY P. TRAVISONO Director
-------------------------------
ANTHONY P. TRAVISONO

II-6
<PAGE> 22

REGISTRATION NO. 333-__________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________________________

EXHIBITS FILED WITH
REGISTRATION STATEMENT
ON FORM S-8
UNDER
THE SECURITIES ACT OF 1933

_______________________________________

WACKENHUT CORRECTIONS CORPORATION
4200 WACKENHUT DRIVE, #100
PALM BEACH GARDENS, FLORIDA 33410-4243

II-7
<PAGE> 23
EXHIBIT INDEX

4.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of
the Registrant's Registration Statement on Form S-1 -- File No. 33-
79264).
4.3 -- Form of Common Stock Certificate (incorporated by reference to the
Registrant's Registration Statement on the Registrant's Form 8-A filed
with the Commission on June 27, 1994).

5.1 -- Opinion of Akerman, Senterfitt & Eidson, P.A.

10.1 -- Wackenhut Corrections Corporation Stock Option Plan .

23.1 -- Consent of Arthur Andersen LLP.

23.3 -- Consent of Akerman, Senterfitt & Eidson, P.A. (included in opinion
filed as Exhibit 5.1).

24.1 -- Powers of Attorney --included as part of the signature page hereto.

</TABLE>

II-8

<PAGE> 1

EXHIBIT 5.1

Akerman, Senterfitt & Eidson, P.A.
Attorneys at Law
Suntrust International Center
28th Floor
One S.E. Third Avenue
Miami, Florida 33131-1704
(305) 374-5600
Telecopy (305) 374-5095

August 9, 1996

Wackenhut Corrections Corporation
4200 Wackenhut Drive #100
Palm Beach Gardens, FL 33410-4243

Gentlemen:

We have acted as special counsel to Wackenhut Corrections Corporation,
a Florida corporation (the "Company") with respect to the filing by the Company
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, of a Registration Statement on Form S-8 (the "Registration
Statement") covering the issuance of up to 1,500,000 shares of the Company's
common stock, par value $.01 per share (the "Shares") pursuant to the exercise
of stock options granted under the Wackenhut Corrections Corporation Stock
Option Plan.

Based on our review of the Articles of Incorporation of the Company,
as amended and restated, the Bylaws of the Company, the Plan and documents
related thereto, and such other documents and records as we have deemed
necessary and appropriate, we are of the opinion that the Shares, if and when
issued and paid for upon exercise of options pursuant to the Plan and related
documents, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion of counsel as Exhibit 5.1 to
the Registration Statement.

Very truly yours,

AKERMAN, SENTERFITT & EIDSON, P.A.

/s/ Akerman, Senterfitt & Eidson, P.A.

<PAGE> 1

EXHIBIT 10.1
WACKENHUT CORRECTIONS CORPORATION
STOCK OPTION PLAN

1. PURPOSES. The purposes of this Stock Option Plan (the "Plan")
are to advance the interests of Wackenhut Corrections Corporation, a Florida
corporation, and its affiliates and subsidiaries, if any (herein referred to
collectively as the "Corporation") by achieving a greater commonality of
interest among shareholders, and key employees, and consultants, by enhancing
the Corporation's ability to retain and attract highly qualified key employees
and consultants and by providing an additional incentive to such individuals to
achieve the Corporation's long-term business plans and objectives. The
Corporation believes these purposes will be achieved under the Plan by granting
non- qualified stock options (hereinafter referred to as "Options").

2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Corporation (the "Committee"). The
Committee is hereby charged with the responsibility of carrying out the Board's
powers under this Plan (the "Board"). The Committee shall have full and final
authority with respect to the Plan to (i) interpret all provisions of the Plan
consistent with law; (ii) designate the individuals to receive grants of
Options; (iii) determine the frequency of Option grants; (iv) determine the
number and type of Options to be granted to each key employee; (v) specify the
number of shares subject to each Option and the price therefor; (vi) prescribe
the form and terms of instruments evidencing any Option granted under this
Plan; (vii) determine the timing and manner of Option exercise; (viii) make
special awards when appropriate; (ix) adopt, amend and rescind general and
special rules

<PAGE> 2

and regulations for the Plan's administration; and (x) make all other
determinations necessary or advisable for the administration of this Plan.

No member of the Committee or the Board shall be liable for any action taken or
determination made in good faith. The members of the Board shall be
indemnified by the Corporation for any acts or omissions in connection with the
Plan to the fullest extent permitted by law and the Corporation's Articles and
Bylaws.

3. ELIGIBILITY AND FACTORS TO BE CONSIDERED IN GRANTING OPTIONS.
Participation in the Plan shall be determined by the Board and shall be limited
to officers, consultants and employees of the Corporation who are qualified in
the sole discretion of the Board to receive Options ("Participants"). The
require the Board to designate that person to receive an award under this Plan
in any other year or, if so designated, to receive the same award as any other
Participant in any year. The Board may consider such factors as it deems
pertinent in selecting Participants and in determining the amount of their
respective awards, including, but not limited to: (a) the financial condition of
the Corporation; (b) expected profits for the current or future years; (c) the
contributions of a prospective Participant to the profitability and success of
the Corporation; and (d) the adequacy of the prospective Participant's other
compensation. In making any determination as to the Participants to whom
Options shall be granted and as to the number of shares to be subject thereto,
the Board shall take into account, in each case, the level and responsibility of
the Participant's position, the level of the Participant's performance, the
Participant's level of compensation, the assessed potential of the Participant
and such other factors as the Board in its sole discretion shall deem relevant
to the accomplishment of the purposes of this Plan.

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4. STOCK SUBJECT TO PLAN. Subject to adjustments as provided in
Section 6(A) hereof, the stock to be offered under this Plan shall be set aside
and reserved by the Corporation solely for the purposes of this Plan in such
amounts and for such periods as the Board in its discretion determines from
time to time. This number may be adjusted to reflect any change in the
capitalization of the Corporation resulting from a stock dividend or a stock
split or other adjustment contemplated by Section 6(A) of the Plan occurring
after the adoption of this Plan. If an Option granted hereunder shall expire
or terminate for any reason without having been fully exercised, the
unpurchased shares subject thereto shall again be available for the purposes of
this Plan. The Board will maintain records showing the cumulative total of all
shares subject to Options outstanding under this Plan.

5. OPTIONS.

(A) Allotment of Shares. The Board may, in its sole discretion and
subject to the provisions of this Plan, grant to Participants at such times as
it deems appropriate Options to 2 purchase the shares reserved for Options
under this Plan. Options may also be granted retroactively to the extent
permitted by law. Options may be allotted to Participants in such amounts,
subject to the limitations specified in this Section, as the Board, in its sole
discretion, may from time to time determine.

(B) Option Price. The price per share at which each Option granted
under the Plan may be exercised shall be determined in the sole discretion of
the Board.

(C) Option Period. Each Option will be exercisable at such time
and for such number of shares specified in the instrument granting the Option.
An Option granted under the Plan shall terminate, and the right of the
Participant (or the Participant's estate, personal representative or
beneficiary) to purchase shares upon exercise of the Option shall expire, on
the date determined

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by the Board at the time the Option is granted. No Option, however, may have a
life of more than ten (10) years after the date on which it is granted.

(D) Exercise of Options.

(1) By a Participant During Continuous Period of Service.
Unless otherwise set forth in the instrument granting the Option, an Option
will be exercisable immediately after the date this Plan is approved by the
Corporation's Board and shareholders during the lifetime of a Participant to
whom an Option is granted, the Option may be exercised only by such individual,
or his legal representative in certain situations, as hereinafter provided.

A Participant who has been continuously in the service of the
Corporation since the date of Option grant is eligible to exercise all Options
granted up to the date specified by the Board for the termination of such
Options. The Board will decide in each case to what extent leaves of absence
for government or military service, illness, temporary disability, or other
reasons shall not for this purpose be deemed interruptions of continuous
service.

(2) By a Former Officer, Consultant or Employee. A
Participant granted an Option and whose service as an officer, consultant or
employee with the Corporation terminates without cause, but not by his or her
own volition, and for reasons other than retirement, permanent and total
disability or death, must exercise the Options within ninety (90) days after
such termination (but no later than the end of the fixed term of the Options).
The Options may be exercised only for the number of shares for which they
could have been exercised at the time such Participant's services terminated.
Failure to exercise all Options within such time period will result in their
forfeiture. If a Participant voluntarily elects to terminate his or her
services with the Corporation, all rights to any Option granted under this Plan
to such Participant shall immediately terminate and be forfeited.

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(3) In Case of Retirement. If a Participant holding Options retires
(in the sole discretion and judgment of the Board, or under the retirement
policy for individuals in the same class as such Participant, as established by
the Board from time to time), the Options must be exercised within ninety (90)
days of such retirement (but no later than the end of the fixed term of the
Options). If the Participant should become permanently and totally disabled or
die within the aforementioned 90-day period following termination due to
retirement then the provisions contained in Paragraphs 4 and 5 of this Section
5(D) shall thereafter apply. The Options may be exercised for the total number
of shares subject to the Options.

(4) In Case of Permanent and Total Disability. If a Participant
holding Options terminates service with the Corporation because of permanent
and total disability (as determined by the Board), the Options must be
exercised within one (1) year of such termination (but no later than the fixed
term of the Option). If the Participant should die within the aforementioned
one (1) year period following termination, the provisions contained in the
Paragraph 5 immediately following this Paragraph shall apply. The Options may
be exercised for the total number of shares subject to the Options.

(5) In Case of Death. If a Participant holding Options dies, the
Options must be exercised by the personal representative of the Participant's
estate (or trustee of his trust), or by any other person who acquired the right
to exercise the Options by bequest or inheritance, within one (1) year after
death (but no later than the fixed term of the Option). The Options may be
exercised for the total number of shares subject to the Options.

(6) In Case of Termination for Cause. If the services of the
Participant are terminated by the Corporation for a cause defined in this
Paragraph, unless a different definition is set forth in the Participant's
employment agreement, if any, then all rights to any Option

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granted under this Plan to such Participant shall immediately terminate and be
forfeited, including but not limited to the ability to exercise such Option.
For purposes of this Paragraph, "cause" shall mean the following:

(a) Embezzlement, fraud orcriminal misconduct;

(b) Gross negligence;

(d) Willful or continuing violation of the published rules
of the Corporation;

(e) A request from a state or federal governmental agency
having regulatory authority over the Corporation that
the services of the Participant be terminated.

The determination of the Board as to whether "cause" exists in the
case of any Participant shall be final and binding.

(7) Termination of Options. An Option granted under this
Plan shall be considered terminated in whole or in part to the extent that, in
accordance with the provisions of this Plan it is forfeited or lapses, or
if the instrument under which the Option was granted provides it can no longer
be exercised for the shares subject to the Option.

(E) Method of Exercise. Each Option granted under this Plan shall
be deemed exercised when the Participant shall indicate the decision to do so in
writing delivered to the Corporation. The Participant shall, at the same time,
tender to the Corporation payment in full in cash for the shares for which the
Option is exercised and shall comply with such other reasonable requirements as
the Board may establish.

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No person, estate or other entity shall have any of the rights of a
shareholder with reference to shares subject to an Option until a certificate
for the shares has been delivered.

An Option granted under this Plan may be exercised for any lesser
number of shares than the full amount for which it could be exercised. Such a
partial exercise of an Option shall not affect the right to exercise the Option
from time to time in accordance with this Plan for the remaining shares subject
to the Option.

6. OTHER PROVISIONS.

(A) Adjustments Upon Changes in Capitalization. In the event of any change
in the shares subject to the Plan or to any Option granted under the Plan by
reason of a merger, consolidation, reorganization, recapitalization, stock
dividend, stock split-up, combination, exchange of shares, or any other change
in the corporate structure of the Corporation, the aggregate number of shares
as to which Options may thereafter be granted under the Plan, the number of
shares subject to each outstanding Option, and the Option price with respect to
the shares, shall be appropriately adjusted by the Board and such adjustment
shall be final and binding.

(B) Change of Control. In the event the Board requires Participants
to hold Options for a specified period of time prior to exercise and the
Corporation experiences a change of control in ownership, the non-vested Options
shall vest immediately prior to such event. For purposes of the Plan, a
"change of control in ownership" is defined as liquidation or dissolution of the
Corporation, sale of substantially all of the assets of the Corporation, or a
merger, consolidation or combination in which the Corporation is not the
survivor or where a Fifty percent (50%) or greater change in the ownership of
the Corporation's outstanding shares occurs.

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(C) Non-Transferability. No Option granted to a Participant under
this Plan shall be transferable other than by will, trust agreement or the laws
of descent and distribution. The Board may also restrict the transfer of any
shares acquired pursuant to the Option, on such terms and conditions as it
establishes on a case-to-case basis.

(D) Compliance with Law and Approval of Regulatory Bodies.
No Option shall be exercisable and no shares will be delivered under this Plan
except in compliance with all applicable Federal and state laws and regulations
including, without limitation, compliance with withholding tax requirements and
with the rules of all domestic stock exchanges on which the Corporation's shares
may be listed. Any certificate issued to evidence shares for which an Option is
exercised may bear legends and statements the Board shall deem advisable to
assure compliance with Federal and state laws and regulations. No Option shall
be exercisable and no shares will be delivered under this Plan until the
Corporation has obtained any required consent or approval from regulatory
bodies, Federal or state, having jurisdiction over such matters as the Board may
deem advisable.

In the case of the exercise of an Option by a person or estate
acquiring the right to exercise the Option by bequest or inheritance, the Board
may require reasonable evidence as to the ownership of and right to exercise the
Option, and may require consents and releases of taxing authorities that it may
deem advisable.

(E) No Right to Employment. Neither the adoption of the Plan or its
operation, nor any instrument granting an Option or any other document
describing or referring to the Plan, or any part thereof, shall confer upon any
Participant under this Plan any right to continue in the service of the
Corporation, or shall in any way affect the right and power of the Corporation
to terminate the services of any Participant under this Plan at any time with or
without assigning a

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reason therefor, to the same extent as the Corporation might have done if this
Plan had not been adopted.

(F) Amendment and Termination. The Board may, at any time, suspend,
amend or terminate this Plan. Except for adjustments made in accordance with
Section 6(A), the Board may not, without the consent of the holder of the
Option, alter or impair any Option previously granted under the Plan. No Option
may be granted during any suspension of the Plan or after such termination.

(G) Other Provisions. The instruments granting Options under the
Plan shall contain such other provisions including, without limitation,
restrictions upon the exercise of the Option, as the Board shall deem advisable.

(H) Indemnification of the Board. The members of the Board
shall be indemnified by the Corporation against claims, judgments, awards,
settlements and reasonable expenses (including reasonable attorneys fees)
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any Option granted thereunder, to the fullest extent they would be
entitled to indemnification in any other proceeding involving the services,
remuneration or other employment terms relating to a Participant, and subject to
the same limitations set forth in the Corporation's Articles and Bylaws and
applicable law.

(I) Effective Date of the Plan. This Plan shall be effective MAY 6,
1994. No Option may be exercised until after the Plan has been approved by the
Board.

(J) Duration of the Plan. Unless previously terminated by the
Board, this Plan shall terminate at the close of business on MAY 5, 2004, and no
Option shall be granted under it

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thereafter, but such termination shall not affect the validity of any Option
theretofore granted if the instrument granting the same permits exercise of the
Option for a period extending beyond termination.

(K) Applicable Law. The validity, interpretation and enforcement of
this Plan are governed in all respects by the laws of Florida. This Plan is
intended to be an incentive or deferred compensation plan for a select group of
management and any exemptions applicable to such a plan under the Employee
Retirement Income Security Act, the Code, and applicable regulations
thereunder, shall apply to this Plan.

This Plan was duly adopted by the Board on MAY 6, 1994.

WACKENHUT CORRECTIONS CORPORATION

BY: /S/ TIMOTHY P. COLE
----------------------------------------
NAME: TIMOTHY P. COLE
----------------------------------------
ITS: CHAIRMAN
----------------------------------------

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 2, 1996 included in Wackenhut Corrections Corporation's Form 10-K for
the year ended December 31, 1996 and to all references to our Firm included in
this registration statement.

/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP

Miami, Florida
August 9, 1996