FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Jones Andrew R 		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)
(Last)          (First)          (Middle)

274 RIVERSIDE AVENUE 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/5/2010
(Street)

WESTPORT, CT 06880
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

8/9/2010 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common stock   8/5/2010     M    15000   A $20.32   27703   D    
Common stock   8/5/2010     M    5000   A $22.68   32703   D    
Common stock   8/5/2010     F    14787.84   D $28.28   17915.16   D    
Common stock   8/5/2010     D    .16   (1) D $28.28   (1) 17915   (2) D    
Common stock                  339599   I   North Star Partners, LP   (3) (5)
Common stock                  369264   I   North Star Partners II, LP   (4) (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option (right to buy)   $20.32   8/5/2010     M         15000      (6) 4/2/2017   Common stock   15000   $0.00   0   D    
Stock option (right to buy)   $22.68   8/5/2010     M         5000      (7) 1/2/2018   Common stock   5000   $0.00   0   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)  The Registrant did not exercise the options for the 5,000 shares with an expiration date of January 2, 2019 or the 3,750 shares with an expiration date of January 4, 2020, as mistakenly reported in the Form 4 filed earlier today.
( 3)  The reporting person may be deemed to have an indirect beneficial ownership interest in these shares as the sole manager of the general partner of North Star Partners, L.P., which directly beneficially owns these shares.
( 4)  The reporting person may be deemed to have an indirect beneficial ownership interest in these shares as the sole manager of the general partner of North Star Partners II, L.P., which directly owns these shares.
( 5)  The filing of this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of any shares of common stock covered by this statement.
( 6)  This option became exercisable in four annual equal installments as follows: 3,750 on April 2, 2007; April 2, 2008; April 2, 2009; and April 2, 2010.
( 7)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Jones Andrew R
274 RIVERSIDE AVENUE
WESTPORT, CT 06880 		X



Signatures
/s/ Cathryn L. Porter, by Power of Attorney 8/9/2010
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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