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<SEC-DOCUMENT>0000000000-05-046161.txt : 20060808
<SEC-HEADER>0000000000-05-046161.hdr.sgml : 20060808
<ACCEPTANCE-DATETIME>20050907122748
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000000000-05-046161
CONFORMED SUBMISSION TYPE:	UPLOAD
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050907

FILED FOR:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CORRECTIONAL SERVICES CORP
		CENTRAL INDEX KEY:			0000914670
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744]
		IRS NUMBER:				113182580
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		UPLOAD

	BUSINESS ADDRESS:	
		STREET 1:		1819 MAIN STREET SUITE 1000
		CITY:			SARASOTA
		STATE:			FL
		ZIP:			34236
		BUSINESS PHONE:		9419539199

	MAIL ADDRESS:	
		STREET 1:		1819 MAIN STREET SUITE 1000
		STREET 2:		CORRECTIONAL SERVICES CORP
		CITY:			SARASOTA
		STATE:			FL
		ZIP:			34236

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ESMOR CORRECTIONAL SERVICES INC
		DATE OF NAME CHANGE:	19931110
</SEC-HEADER>
<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE



VIA FACSIMILE
									August 31, 2005

James F. Slattery
President and Chief Executive Officer
Correctional Services Corporation
1819 Main Street, Suite 1000
Sarasota, FL 34236

Re:	Correctional Services Corporation
	Preliminary Proxy Statement on Schedule 14A
	File No. 23038
	Filed August 9, 2005

Dear Mr. Slattery:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. Please provide a brief description of the general nature of the
business conducted by you and The Geo Group, Inc.  Please refer to
Item 14(b)(3) of Schedule 14A.

2. Please disclose the anticipated aggregate amount of
consideration
that GEO will pay for outstanding shares of common stock and
outstanding options and how it will fund the payment.

3. Please disclose who the directors and officers of the company
will
be after the merger.

Letter to Shareholders and Notice of Special Meeting of
Stockholder

4. Please revise your descriptions of the merger to describe the
transaction in clear, plain English.  Where you discuss the
existence
of merger subs for the mechanics of the transaction, please also
simply state that GEO will acquire you through a merger and you
will
cease to be a public company. Please also comply with this comment
in
Virtgame letter to shareholders and the Q & A section.

5. Please present the information regarding the transaction in
bullet
format so it is easier to read.

6. Because this letter to Correctional Services Corporation`s
shareholders also serves as soliciting material, strive for a
balanced presentation.  Where you include the boards`
recommendation,
disclose with equal prominence that board members will directly
benefit from the merger.  Make similar revisions in all applicable
places in the proxy statement.

Questions and Answers About the Special Meeting and Merger, page 1

7. You currently repeat information in your Q&A section and your
summary section.  The Q&A should not repeat any information that
appears in the summary, and the summary should not repeat
information
in the Q&A.  For purposes of eliminating redundancies and grouping
like information together, please view your Q&A and summary as one
section.   When revising these sections, please consider
disclosing
procedural information about the merger in the Q & A (i.e. voting
procedures, appraisal procedurals, etc.) and substantive
information
about the terms of the merger in the summary.

8. We note your statement on page 38 that a stockholder that
desires
to exercise their appraisal rights must not vote in favor of the
merger.  However, please disclose whether a stockholder`s failure
to
vote against the proposal will constitute a waiver of its
appraisal
rights.

Q. Have the Special Committee and Board received financial advice
with respect to the merger?, page 2

9. Please disclose that a significant portion of the fee paid to
the
financial advisor is contingent on the consummation of the merger.


Solicitation of Proxies, page 9

10. We note that Georgerson has been retained by you to assist in
the
solicitation of proxies for a fee of $7,500 plus expenses related
to
the solicitation.  Please disclose any other material features of
your contract with Georgerson.  Please refer to Item 4(a)(3) of
Schedule 14A.

11. We note that you may employ various methods to solicit
proxies,
including mail, telephone, personal interviews, or electronic
means.
Be advised that all written soliciting materials, including emails
or
scripts to be used soliciting proxies over the telephone, must be
filed under the cover of Schedule 14A.  Please refer to Item 14a-
6(b)
and (c).  Please confirm your understanding.

The Merger, page 10

12. Please disclose what aspects of your historical performance
and
future prospects led you to consider selling the company in late
2003.

13. Please disclose whether you or GEO initiated contact regarding
a
proposed transaction and why GEO was chosen as a possible
candidate.

14. Disclose why the special committee viewed the $50 million
offer
as a reduction in price from the January 13, 2005 offer.  What was
the aggregate price of that offer?

Opinion of the Company`s Financial Adviser, page 15

15. Disclose here and in the main section, if true, that no
updated
opinion will be obtained.

16. Please describe in more detail any material relationship
between
you and Jefferies in the past two years as well as the
compensation
paid to Jefferies during this time period and for its fairness
opinion.  Please refer to Item 1015(b)(4) of Regulation M-A.

17. In the first full sentence on page 16, please describe the
other
quantitative reviews, analyses and inquiries or otherwise delete
the
reference.

18. Please clarify who determined the amount of consideration to
be
paid.  Please refer to Item 1015(b)(5) of Regulation M-A.

19. Please disclose any limitations or instruction the financial
adviser received regarding the rendering of its opinion.  Please
refer to Item 1015(b)(6) of Regulation M-A.

20. Please provide for staff review all materials prepared by
Jefferies provided to you.  Provide all transcripts, summaries and
video presentation materials as well as copies of board books.  We
may have further comments upon reviewing these materials.

21. Please disclose the basis for Jefferies` assumption that the
financial analyses and forecasts relating to you were reasonably
prepared and reflected the best currently available estimates and
judgments of management as well as the basis for the assumption by
Jefferies that you will continue to perform in accordance with
these
forecasts.

22. Please disclose how Jefferies selected the companies used in
its
historical trading, comparable company, comparable transactions,
and
premiums paid analysis.

23. Please disclose how stockholders are to evaluate the results
of
each analysis in connection with your determination that the
merger
consideration is fair.  For example, how should they evaluate
results
where the merger consideration is lower in some instances than the
implied ratios or values.

24. Please disclose the amount of consideration you have paid and
will pay Jeffries for all of its services in connection with the
merger.  Please delete the reference to a "customary fee."

Regulatory Matters, page 23

25. Please disclose the status of the regulatory approvals sought
from the anti-trust authorities.  Disclose the date you and GEO
filed
pre-merger notifications.  Please refer to Item 4(a)(5) of
Schedule
14A.

Material U.S. Federal Income Tax Consequences, page 23

26. Please delete the term "certain" in the first sentence and
clarify that you disclose all material federal income tax
consequences.

Representations and Warranties, page 26

27. We note your first statement that the representations and
warranties have been made solely for the benefit of the parties to
the merger agreement and "should not be relied upon by any other
person."  Please note that investors are entitled to rely upon
disclosures in your publicly filed documents, including
disclosures
regarding representations and warranties.  Please revise
accordingly.

28. We note your statement that no person should rely on the
representations and warranties as characterizations of actual
state
of facts, as they are modified by disclosure schedules.  Please
either file these schedules with the proxy statement or revise the
sentence since investors are entitled to rely on public
disclosures.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please contact Craig Slivka at (202) 555-3729 or the
undersigned Branch Chief who supervised review of your filings at
(202) 551-3767, with any questions.

      Sincerely,


      Jennifer Hardy
      Branch Chief


cc:	Sidney Todres, Esq.
	(212) 878-8735

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