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


                                    FORM 8-K


              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

                                  January 4, 2005
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                       Avalon Correctional Services, Inc.
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             (Exact name of Registrant as specified in its Charter)


         Nevada                        0-20307                       13-3592263
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(State or other jurisdiction      (Commission File No.)           (IRS Employer
of incorporation)                                           Identification No.)


                  13401 Railway Drive, Oklahoma City, OK 73114
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               (Address of principal executive offices) (Zip Code)

                                  405-752-8802
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              (Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))




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                    INFORMATION TO BE INCLUDED IN THE REPORT




Item 8.01 Other Events.


In 1997, Avalon Correctional Services, Inc., (the "Company") issued certain
7.5% Convertible Debentures.  The Company announces that on January 4, 2005,
the Company initiated an offer to the Holders of the Convertible Debentures
to purchase the remaining Convertible Debentures for a purchase price equal
to 103% of the face value of the Convertible Debentures, plus any accrued
interest through the date of payment. This offer will be open through
January 17th, 2005.  Any Holders of the Convertible Debentures who do not
receive the mailing that went out on January 4, 2005, are encouraged to
contact the Company to request immediate delivery of the forms distributed
to the Holders of the Convertible Debentures.  Convertible Debenture Holders
who do not receive the mailing may contact either Eric Gray or Randall J.
Wood at 1-800-919-9113 to request immediate delivery of the purchase offer
information.


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                               AVALON CORRECTIONAL SERVICES, INC.

                               s// Donald E.  Smith
                               DONALD E. SMITH
                               Chairman of the Board and Chief Executive Officer

                               Dated:   January 5, 2005

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