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 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * FERGUSON JOHN D   2. Issuer Name and Ticker or Trading Symbol CORRECTIONS CORP OF AMERICA [CXW] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 10 BURTON HILLS BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) 02/22/2011 (Street) NASHVILLE, TN 37215 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 CXW Common Stock 02/22/2011   S   20,000 D $ 24.7296 333,145 (1) (2) D   CXW Common Stock               137,661 I Ferguson Financial LLC CXW Common Stock               1,052 I Ferguson Family Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FERGUSON JOHN D 10 BURTON HILLS BOULEVARD NASHVILLE, TN 37215	X		Chairman

Signatures

Scott Craddock, Attorney in Fact		02/24/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 3,411 shares beneficially owned through company 401(k) benefit plan, as updated to reflect the most recent plan statement for the reporting person, and 8,674 shares of restricted stock subject to time and performance based vesting conditions.
(2)	Includes 144,174 shares held in the Ferguson Revocable Living Trust (the "Living Trust"). Shares held in the Ferguson Revocable Living Trust have been determined to be direct holdings for purposes hereof and will be reported as such going forward. On or about February 18, 2010, 600,000 shares of CXW common stock were transferred to an account in the reporting person's name from an account in the name of the Living Trust in connection with the establishment and execution of 10b5-1 trading plans for the sale of such shares. Sales under such plans were reported beginning on February 22, 2010 as sales from indirect Living Trust holdings. Based on the determination noted above, the sale reported on this Form 4 and any subsequent remaining sales under the applicable trading plans will be reported as sales from the reporting person's direct holdings.
Remarks: Shares sold pursuant to 10b5-1 trading plan.

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