<SUBMISSION>
<ACCESSION-NUMBER>0000912057-02-001910
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20020118
<EFFECTIVENESS-DATE>20020118
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CORNELL COMPANIES INC
<CIK>0001016152
<ASSIGNED-SIC>8744
<IRS-NUMBER>760433642
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-77006
<FILM-NUMBER>2512696
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1700 WEST LOOP SOUTH
<STREET2>STE 1500
<CITY>HOUSTON
<STATE>TX
<ZIP>77027
<PHONE>7136230790
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1700 WEST LOOP SOUTH
<STREET2>STE 1500
<CITY>HOUSTON
<STATE>TX
<ZIP>77027
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CORNELL CORRECTIONS INC
<DATE-CHANGED>19960604
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>a2068088zs-8.txt
<DESCRIPTION>S-8
<TEXT>
<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 18, 2002
                                        REGISTRATION NO. 333 - _______________
================================================================================

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

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

                             CORNELL COMPANIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                Delaware
    (STATE OR OTHER JURISDICTION OF                    76-0433642
     INCORPORATION OR ORGANIZATION)                 (I.R.S. EMPLOYER
                                                   IDENTIFICATION NO.)

    1700 West Loop South, Suite 1500
             Houston, Texas                               77027
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)


       Cornell Companies, Inc. Amended and Restated 1996 Stock Option Plan
             Cornell Companies, Inc. 2000 Broad-Based Employee Plan
                            (FULL TITLE OF THE PLAN)

                                 Steven W. Logan
                             Chief Executive Officer
                        1700 West Loop South, Suite 1500
                              Houston, Texas 77027
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (713) 623-0790
          (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

<TABLE>
<CAPTION>
                                                   CALCULATION OF REGISTRATION FEE
=================================================================================================================================
                                        AMOUNT                 PROPOSED
                                         TO BE                  MAXIMUM                PROPOSED MAXIMUM
TITLE OF SECURITIES                   REGISTERED            OFFERING PRICE                 AGGREGATE                AMOUNT OF
TO BE REGISTERED                        (1) (3)              PER SHARE(2)              OFFERING PRICE(2)        REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                    <C>                          <C>
COMMON STOCK,  PAR VALUE $.001
PER SHARE                               547,351                  $17.86                 $9,772,952                   $900
=================================================================================================================================
</TABLE>

(1) Represents the maximum number of additional shares that may be issued under
    the Cornell Companies, Inc. Amended and Restated 1996 Stock Option Plan
    (432,119 shares) and the Cornell Companies, Inc. 2000 Broad-Based Employee
    Plan (115,232 shares), and includes an indeterminate number of shares that
    may be issuable by reason of stock splits, stock dividends or similar
    transactions.
(2) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457(h) and (c), based on the average of the high and low sales price
    of a share of the Common Stock on January 17, 2002 as reported on the New
    York Stock Exchange with respect to 432,119 shares of Common Stock that may
    be issued under the Cornell Companies, Inc. Amended and Restated 1996 Stock
    Option Plan and 115,232 shares of Common Stock that may be issued under the
    Cornell Companies, Inc. 2000 Broad-Based Employee Plan.
(3) Includes the Series A Junior Participating Preferred Stock Purchase Rights
    ("Rights") of the Company associated with the shares of Common Stock being
    registered.

<PAGE>

      Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement Nos. 333-19145 and 333-80187 relating to the Cornell
Companies, Inc. Amended and Restated 1996 Stock Option Plan described herein are
incorporated herein by reference and the contents of Registration No. 333-52236
relating to the Cornell Companies, Inc. 2000 Broad-Based Employee Plan described
herein are incorporated herein by reference.

                              EXPLANATION STATEMENT

      This Registration Statement is being filed pursuant to General Instruction
E of Form S-8 to register additional shares of Common Stock in connection with
Cornell Companies, Inc. Amended and Restated 1996 Stock Option Plan and the
Cornell Companies, Inc. 2000 Broad-Based Employee Plan.

                                     PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 8.  EXHIBITS

     The following documents are filed as a part of this Registration Statement:

     EXHIBIT NO.   DESCRIPTION
     -----------   -----------

        5.1        Opinion of Locke Liddell & Sapp LLP

       23.1        Consent of Arthur Andersen LLP

       23.2        Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1)

       24.1        Power of Attorney




                                       2
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, the registrant
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 by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 18th day of January,
2002.


                                    CORNELL COMPANIES, INC.


                                    By: /s/ STEVEN W. LOGAN
                                        -----------------------------------
                                        Steven W. Logan
                                        President, Chairman of the Board and
                                        Chief Executive Officer


      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
          SIGNATURE                                   TITLE                                        DATE
         -----------                                 --------                                    ---------
<S>                                       <C>                                                <C>
/s/ STEVEN W. LOGAN                       President, Chairman of the Board of                January 18, 2002
-------------------------------           Directors and Chief Executive Officer
STEVEN W. LOGAN                           (Principal Executive Officer)


/s/ JOHN L. HENDRIX                       Senior Vice President and                          January 18, 2002
-------------------------------           Chief Financial Officer
JOHN L. HENDRIX                           (Principal Financial and Accounting Officer)


*/s/ ANTHONY R. CHASE                     Director                                           January 18, 2002
-------------------------------
ANTHONY R. CHASE

*/s/ JAMES H.S. COOPER                    Director                                           January 18, 2002
-------------------------------
JAMES H.S. COOPER

*/s/ DAVID M. CORNELL                     Director                                           January 18, 2002
-------------------------------
DAVID M. CORNELL

*/s/ PETER A. LEIDEL                      Director                                           January 18, 2002
-------------------------------
PETER A. LEIDEL

*/s/ ARLENE R. LISSNER                    Director                                           January 18, 2002
-------------------------------
ARLENE R. LISSNER

*/s/ HARRY J. PHILLIPS, JUNIOR            Director                                           January 18, 2002
------------------------------
HARRY J. PHILLIPS, JUNIOR

*/s/ TUCKER TAYLOR                        Director                                           January 18, 2002
-------------------------------
TUCKER TAYLOR

*/s/ MARCUS A. WATTS                      Director                                           January 18, 2002
-------------------------------
MARCUS A. WATTS


*By: /s/ STEVEN W. LOGAN
     --------------------------
     STEVEN W. LOGAN
     Attorney-in-Fact

</TABLE>

                                       3
<PAGE>

                                  EXHIBIT INDEX



   EXHIBIT NO.    DESCRIPTION
   -----------    -------------------------------------------------

       5.1        Opinion of Locke Liddell & Sapp LLP

      23.1        Consent of Arthur Andersen LLP

      23.2        Consent of Locke Liddell & Sapp LLP (included in Exhibit 5.1)

      24.1        Power of Attorney



                                       4


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>a2068088zex-5_1.txt
<DESCRIPTION>EXHIBIT 5.1
<TEXT>
<PAGE>

                      [LOCKE LIDDELL & SAPP LLP LETTERHEAD]


                                                                     EXHIBIT 5.1

                                January 18, 2002


Cornell Companies, Inc.
1700 West Loop South, Suite 1500
Houston, Texas   77027

Gentlemen:

      We have acted as counsel for Cornell Companies, Inc., a Delaware
corporation (the "Company"), in connection with the registration, pursuant to a
Registration Statement on Form S-8 being filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, of the offering of up to 432,119 additional shares of the Company's
common stock, par value $.001 per share (the "Common Stock"), which may be
issued under the Cornell Companies, Inc. Amended and Restated 1996 Stock Option
Plan (the "1996 Plan") and 115,232 additional shares of Common Stock, which may
be issued under the Cornell Companies, Inc. 2000 Broad-Based Employee Plan (the
"2000 Plan").

      In such capacity, we have examined the corporate documents of the Company,
including its Restated Certificate of Incorporation and its Amended and Restated
Bylaws, each as amended, and resolutions adopted by its board of directors and
committees thereof. We have also examined the Registration Statement, together
with the exhibits thereto, and such other documents which we have deemed
necessary for the purposes of expressing the opinion contained herein. We have
relied on representations made by and certificates of the officers of the
Company and public officials with respect to certain facts material to our
opinion. We have made no independent investigation regarding such
representations and certificates.

      Based upon the foregoing, we are of the opinion that the shares of Common
Stock issued pursuant to the 1996 Plan and the 2000 Plan will be validly issued,
fully paid and nonassessable.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                          Very truly yours,

                                          LOCKE LIDDELL & SAPP LLP


                                          /s/ DAVID F. TAYLOR
                                          ------------------------------------
                                          David F. Taylor

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>a2068088zex-23_1.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 23.1

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated March 1, 2001,
February 25, 2000 and February 25, 1999 included in Cornell Companies, Inc.'s
Form 10-K, for the years ended December 31, 2000, 1999 and 1998, respectively,
and to all references to our Firm included in this registration statement.


/s/ ARTHUR ANDERSEN LLP


Houston, Texas
January 14, 2002


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>5
<FILENAME>a2068088zex-24_1.txt
<DESCRIPTION>EXHIBIT 24.1
<TEXT>
<PAGE>

                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.


Dated: January 18, 2002
                                          /s/ ANTHONY R. CHASE
                                          ------------------------------------
                                          ANTHONY R. CHASE

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ JAMES H. S. COOPER
                                          ------------------------------------
                                          JAMES H. S. COOPER

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ DAVID M. CORNELL
                                          ------------------------------------
                                          DAVID M. CORNELL

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ PETER A. LEIDEL
                                          ------------------------------------
                                          PETER A. LEIDEL

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ ARLENE R. LISSNER
                                          ------------------------------------
                                          ARLENE R. LISSNER

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ STEVEN W. LOGAN
                                          ------------------------------------
                                          STEVEN W. LOGAN

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ HARRY J. PHILLIPS, JR.
                                          ------------------------------------
                                          HARRY J. PHILLIPS, JR.

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ TUCKER TAYLOR
                                          ------------------------------------
                                          TUCKER TAYLOR

<PAGE>

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned person constitutes
and appoints STEVEN W. LOGAN and JOHN L. HENDRIX and each of them, his or her
true and lawful attorney-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, execute and file the Registration Statement on Form
S-8, with respect to the Cornell Companies, Inc. Amended and Restated 1996 Stock
Option Plan and the Cornell Companies, Inc. 2000 Broad-Based Employee Plan,
under the Securities Act and any and all amendments or supplements (including,
without limitation, post-effective amendments and any amendment or amendments or
additional registration statements filed pursuant to Rule 462 under the
Securities Act increasing the amount of securities for which registration is
being sought) thereto, and to file the same, with all exhibits thereto, and all
other documents in statements, notices or other documents necessary or advisable
to comply with the applicable state securities laws, and to file the same,
together with other documents in connection therewith, with the appropriate
state securities authorities, granting unto said attorneys-in-fact and agents
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, 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 or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.



Dated: January 18, 2002
                                          /s/ MARCUS A. WATTS
                                          ------------------------------------
                                          MARCUS A. WATTS

</TEXT>
</DOCUMENT>
</SUBMISSION>
