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SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
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X
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MILLENNIUM HOLDINGS III LLC
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CORRECTIONS CORP OF AMERICA [ CXW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See attachment, Item 1.
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, par value $.01 per share 05/07/2003 C 1,261,087 A 0(1) 0 D(2)
Common Stock, par value $.01 per share 05/07/2003 S 1,261,087 D 23.6874 0 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
10% convertible subordinated notes due 2008 0(3) 05/07/2003 C 15,000 01/31/2001 12/31/2008 Common Stock, par value $.01 per share 1,261,087 $0(3) 0 D(2)
1. Name and Address of Reporting Person*
MILLENNIUM HOLDINGS III LLC
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
1. Name and Address of Reporting Person*
JEFFRIES CHRISTOPHER M
(Last) (First) (Middle)
(Street)
(City) (State) (Zip)
Explanation of Responses:
1. Acquired upon the conversion of the issuer's 10% convertible subordinated notes due 2008 (the "Notes") issued on December 31, 1998.
2. Millennium Holdings III LLC ("MH III") has a direct beneficial interest in the securities. Christopher M. Jeffries has an indirect beneficial interest in the securities owned by MH III in his capacity as the controlling member of MH III.
3. 84.07247 shares of Common Stock per $1,000 principal amount of the Notes.
Steven L. Hoffman, Vice President, Millennium Holdings III LLC 05/09/2003
** 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.
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                                                                    Exhibit 99.1

Explanation of Responses

Relationship of Reporting Person(s) to Issuer: Other (specify below)


Item 1.   Millennium Holdings III LLC

The reporting persons are members of a Section 13(d) group that owned,  prior to
the transactions reported by this Form 4 and the Form 4's filed by other members
of such  group on the date  hereof,  more than 10% of the  issuer's  outstanding
common stock, par value $.01 per share ("Common  Stock").  The reporting persons
are no longer subject to Section 16 reporting because they are no longer members
of a Section  13(d)  group  that owns more  than 10% of the  Common  Stock.  The
reporting persons disclaim beneficial  ownership in the securities of the issuer
except to the extent of their pecuniary interest, if any, therein.

Item 2.   Christopher M. Jeffries

Christopher  M. Jeffries has an indirect  beneficial  interest in the securities
owned  by  Millennium  Holdings  III  LLC  ("MH  III")  in his  capacity  as the
controlling member of MH III. Mr. Jeffries disclaims beneficial ownership in the
securities of the issuer except to the extent of his pecuniary interest, if any,
therein.


                   By: /s/ Christopher M. Jeffries                   May 9, 2003
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                   Christopher M. Jeffries                              Date: