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

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                              (Amendment No.___ )*

                              Correction Corp. of America
                                (Name of Issuer)

                                   Ser. A. Pfd.
                         (Title of Class of Securities)

                                    22025Y409
                                 (CUSIP Number)

                                Vicki Z. Holleman
                          c/o Loeb Partners Corporation
                  61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
 (Name, address and Telephone Number of Person Authorized to Receive Notices
                                  and Communications)

                                 April 24, 2003
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule  because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check
the  following  box if a fee is being  paid  with  statement  [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file  reporting  beneficial  ownership of more than five percent of the class of
securities  described  is Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.) Note:  Six copies of this  statement,  including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent. *The remainder of this cover page shall be filled out for
a reporting  person's  initial  filing on this form with  respect to the subject
class of securities,  and for any subsequent  amendment  containing  information
which would alter  disclosures  provided in a prior cover page. The  information
required  on the  remained  of this cover page shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities  Exchange Act of 1934 ("Act") or
otherwise  subject to the  liabilities  of that  section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).




                                  SCHEDULE 13D

CUSIP NO. 22025Y409

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Partners Corporation

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a) [X]

                                                              (b) [ ]
3  SEC USE ONLY
4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Delaware

NUMBER OF         7  SOLE VOTING POWER
SHARES               13,460 Shares of Ser. A Pfd. stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY             12,114 Shares of Ser. A Pfd. stock
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            13,460 Shares of Ser. A Pfd. stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                     12,114 Shares of Ser. A Pfd. stock

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           25,574 Shares of Ser. A Pfd. stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0.59%

14 TYPE OF REPORTING PERSON*
         PN, BD, IA


                                  SCHEDULE 13D
CUSIP NO. 22025Y409

1  NAME OF REPORTING PERSON
   S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Arbitrage Fund

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a) [X]

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS

         WC, O

5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED            [  ]
     PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION

         New York

NUMBER OF         7  SOLE VOTING POWER
SHARES               226,128 Shares of Ser. A Pfd. stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                  -----
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            226,128 Shares of Ser. A Pfd. stock
PERSON WITH      10 SHARED DISPOSITIVE POWER
                          -----

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
             226,128 Shares of Ser. A Pfd. stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
           5.26%

                          14 TYPE OF REPORTING PERSON*
                                     PN, BD


                                  SCHEDULE 13D

CUSIP NO. 22025Y409

1  NAME OF REPORTING PERSON
    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

          Loeb Offshore Fund, Ltd.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*          (a) [X]

                                                              (b) [ ]
3  SEC USE ONLY

4  SOURCE OF FUNDS*

         WC, O

5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED     [    ]
    PURSUANT TO ITEMS 2(d) or 2(e)

6  CITIZENSHIP OR PLACE OF ORGANIZATION
         Cayman Islands

NUMBER OF         7  SOLE VOTING POWER
SHARES               17,498 Shares of Ser. A Pfd. stock
BENEFICIALLY      8  SHARED VOTING POWER
OWNED BY                --------
EACH              9  SOLE DISPOSITIVE POWER
REPORTING            17,498 Shares of Ser. A Pfd. stock
PERSON WITH      10  SHARED DISPOSITIVE POWER
                        -------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

           17,498 Shares of Ser. A Pfd. stock

12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN  SHARES*

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0.41%

14 TYPE OF REPORTING PERSON*
         CO

Item 1.  Security and Issuer.
- ------   -------------------

This statement  refers to the Series A Preferred  Stock of Corrections  Corp. of
America, 10 Burton Hills Boulevard, Nashville, TN., 37215.

Item 2.  Identity and Background.
- ------   -----------------------

Loeb Arbitrage Fund ("LAF"),  61 Broadway,  New York, New York,  10006, is a New
York limited partnership. It is a registered broker/dealer.  Its general partner
is Loeb Arbitrage Management,  Inc., ("LAM"), a Delaware  corporation,  with the
same  address.  Its President is Gideon J. King.  The other  officers of LAM are
Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine,  Vice
President,  Edward  J.  Campbell,  Vice  President.  Loeb  Partners  Corporation
("LPC"), 61 Broadway,  New York, New York, 10006, is a Delaware corporation.  It
is a registered  broker/dealer and a registered  investment  adviser.  Thomas L.
Kempner is its President and a director and its Chief Executive Officer.  Norman
N. Mintz is a Vice  President  and also a director.  Gideon J. King is Executive
Vice President.  Loeb Holding Corporation  ("LHC"), a Maryland  corporation,  61
Broadway,  New York,  New York,  10006 is the sole  stockholder  of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority stockholder.  Edward E. Matthews, Norman N. Mintz and Peter
A. Tcherepnine are also directors.  Mr. Matthews' address is 70 Pine Street, New
York,  New York 10270.  Loeb Offshore  Fund,  Ltd.,  ("LOF") is a Cayman Islands
exempted company.  Loeb Offshore  Management,  LLC ("LOM") is a Delaware limited
liability company,  a registered  investment adviser and is wholly owned by Loeb
Holding  Corporation.  It is the investment  adviser of LOF.  Gideon J. King and
Thomas L. Kempner are Directors of LOF and Managers of LOM. The business address
of all individuals  other than Mr. Matthews is 61 Broadway,  New York, New York,
10006. All of the individuals named are United States citizens.  None have been,
within  the last five  years,  convicted  in a  criminal  proceeding  (excluding
traffic  violations  or  similar  misdemeanors)  or  been  a  party  to a  civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding  been or are subject to a judgment,  decree or final
order  enjoining  future  violations of, or prohibiting or mandating  activities
subject to,  federal or state  securities  laws or finding any  violations  with
respect to such laws.
Item 3.   Source and Amount of Funds or Other Compensation.
- ------    ------------------------------------------------

                  Shares of Series A Preferred Stock were acquired by LAF, LPC
and LOF in margin accounts maintained with Bear Stearns Securities Corp.

Item 4.   Purpose of Transaction.
- ------    ----------------------

                  LAF, LPC and LOF have acquired shares of Series A Preferred
Stock for investment purposes. LAF, LPC and LOF reserve the right to sell shares
of Series A Preferred Stock or to acquire additional shares in open market
transactions or otherwise.



Item 5.  Interest in Securities of the Issuer.
- ------   ------------------------------------

                  (a) The persons reporting hereby owned the following shares of
Series A Preferred Stock as of May 1, 2003.

                                   Shares of Series A Preferred Stock

Loeb Arbitrage Fund                          226,128
Loeb Partners Corporation*                    25,574
Loeb Offshore Fund                            17,498
                                            --------
                                             269,200

The total shares of Series A Pfd. Stock constitute 6.26% the 4,300,000
outstanding shares of Series A Preferred Stock as reported by the issuer.
- -------------------------
*Including 12,114 shares of Series A Preferred Stock purchased for the accounts
of two customers of Loeb Partners Corporation as to which it has investment
discretion.

(b) See paragraph (a) above.

(c) The following purchases of Series A Preferred Stock have been made in the
last sixty (60) days by the following:

                              Purchases of Ser. A Preferred Stock

Holder                            Date     Shares      Average Price
Loeb Partners Corp.*          04-02-03       1561             $24.53
                              04-03-03       1845              24.62
                              04-04-03        405              24.52
                              04-08-03       1458              24.74
                              04-09-03        144              24.71
                              04-10-03        801              24.70
                              04-14-03        112              24.77
                              04-14-03        684              24.76
                              04-15-03       1805              24.72
                              04-16-03        608              24.76
                              04-17-03        523              24.80
                              04-22-03        665              24.93
                              04-22-03         86              24.87
                              04-23-03        475              24.97
                              04-24-03       1113              24.95
                              04-24-03       1500              24.94
                              04-25-03        405              24.95
                              04-25-03        153              24.89
                              04-25-03        390              24.94
                              04-28-03       1767              24.90
                              04-29-03        333              24.86
                              04-30-03        637              24.87
                              05-01-03       1718              24.96


Holder                                     Shares      Average Price
Loeb Arbitrage Fund           04-02-03      20755             $24.52
                              04-03-03      17425              24.62
                              04-04-03       3825              24.52
                              04-08-03      13770              24.74
                              04-09-03       1360              24.70
                              04-10-03       7565              24.70
                              04-14-03        340              24.72
                              04-14-03       6720              24.76
                              04-15-03      15960              24.72
                              04-16-03       5376             24.759
                              04-17-03       4619             24.796
                              04-22-03       5880             24.929
                              04-22-03        755             24.870
                              04-23-03       4200             24.970
                              04-24-03       5040             25.020
                              04-24-03      18059             24.920
                              04-25-03       4200             24.960
                              04-25-03       3024             24.920
                              04-25-03       1179             24.870
                              04-28-03      15624             24.897
                              04-29-03       2939             24.860
                              04-30-03       5627             24.867
                              05-01-03       7586             24.961

Holder                                     Shares      Average Price
Loeb Offshore Fund            04-02-03       2184             $24.53
                              04-03-03       1230              24.62
                              04-04-03        270              24.52
                              04-08-03        972              24.74
                              04-09-03         96              24.71
                              04-10-03        534              24.70
                              04-14-03         24              24.77
                              04-14-03        520              24.76
                              04-15-03       1235              24.72
                              04-16-03        416              24.76
                              04-17-03        358              24.80
                              04-22-03        455              24.93
                              04-22-03         59              24.87
                              04-23-03        325              24.97
                              04-24-03       1398              24.95
                              04-23-03        390              24.94
                              04-25-03        234              24.95
                              04-25-03         90              24.89
                              04-25-03        325              24.94
                              04-28-03       1209              24.90
                              04-29-03        228              24.86
                              04-30-03        436              24.87
                              05-01-03       1396              24.96

- --------------------
*Including 12,114 shares of Series A Preferred Stock purchased for the accounts
of two customers of Loeb Partners Corporation as to which it has investment
discretion.

All reported transactions were effected on the NYSE.

(d) Not applicable.

(e). Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to
       the Issuer.

                  None.




Item 7.  Materials to be Filed as Exhibits.

                  None.


Signature

             After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.

May 2, 2003                              Loeb Partners Corporation


                                       By: /s/ Gideon J. King
                                             Executive Vice President


May 2, 2003                              Loeb Arbitrage Fund
                                       By:  Loeb Arbitrage Management, Inc.


                                          By: /s/  Gideon J. King
                                              President

May 2, 2003                               Loeb Offshore Fund



                                       By: /s/ Gideon J. King
                                               Director