EXHIBIT 3.2

                            ARTICLES OF ORGANIZATION

                                       OF

                              CCA OF TENNESSEE, LLC


         The undersigned, acting as the organizer of a limited liability company
under the Tennessee Limited Liability Company Act, Tennessee Code Annotated,
Section 48-201-101 et seq. (the "Act"), hereby adopts the following Articles of
Organization for such limited liability company:

                                    ARTICLE I

         The name of the limited liability company is CCA of Tennessee, LLC.

                                   ARTICLE II

         The street address and zip code of the initial registered office of the
limited liability company shall be 10 Burton Hills Boulevard, Nashville,
Tennessee 37215, Davidson County. The name of the limited liability company's
initial registered agent at its initial registered office is G.A. Puryear IV.

                                   ARTICLE III

         The name and address of the organizer is Albert J. Bart, Esq., Stokes
Bartholomew Evans & Petree, P.A., 424 Church Street, Suite 2800, Nashville,
Tennessee 37219.

                                   ARTICLE IV

         At the date and time of formation and the filing of these Articles of
Organization, there is one (1) member of the limited liability company.

                                    ARTICLE V

         The limited liability company shall be managed by its members.

                                   ARTICLE VI

         The street address and zip code of the principal executive office of
the limited liability company and the county in which the principal executive
office is located is 10 Burton Hills Boulevard, Nashville, Tennessee 37215,
Davidson County.







                                   ARTICLE VII

         The limited liability company shall not have the power and authority to
expel a member.

                                  ARTICLE VIII

         The members of the limited liability company and any other parties to
any contribution agreement or contribution allowance agreement with the limited
liability company shall not have preemptive rights.

                                   ARTICLE IX

         On the occurrence of any event that terminates the continued membership
of a member, if there is at least one (1) remaining member and the existence and
business of the limited liability company is continued by the consent of a
majority in interest of the remaining members, the limited liability company
shall not be dissolved and is not required to be wound up.

                                    ARTICLE X

         (a) The limited liability company shall indemnify every person who is
or was a party or is or was threatened to be made a party to any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he or she is or was a member, manager, employee or agent of the
limited liability company, or is or was serving at the request of the limited
liability company as a governor, manager, director, officer, partner, trustee,
employee or agent of another foreign or domestic limited liability company,
corporation, partnership, limited partnership, joint venture, employee benefit
plan or other enterprise, including service on a committee formed for any
purpose (and in each case, his or her heirs, executors, administrators and
personal representatives), against all expenses, liability and loss (including
counsel fees, judgments, fines, ERISA excise taxes, penalties and amounts paid
in settlement) incurred or suffered in connection with such action to the
fullest extent permitted by the Act and applicable law, as in effect on the date
hereof and as hereafter amended. Such indemnification may include advances or
reimbursement of expenses in advance of final disposition of such action, suit
or proceeding, subject to the provisions of the Act and applicable law.

         (b) The indemnification and advancement of expenses provisions of
subsection (a) shall not be exclusive of any other right which any person (and
his or her heirs, executors and administrators) may have or hereafter acquire
under the Act, applicable law, provision of the Articles of Organization, the
limited liability company's Operating Agreement, in a resolution of members, an
agreement providing for such indemnification or advancement of expenses, or
insurance, purchased by the limited liability company or otherwise, both as to
action in his of her official capacity and as to action in another capacity. The
limited liability company is hereby authorized to provide for indemnification
and advancement of expenses through its Articles of Organization, Operating
Agreement, resolution of members and agreement.


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       IN WITNESS WHEREOF, these Articles of Organization have been executed
by the undersigned organizer of the limited liability company.


                                             /s/ Albert J. Bart
                                             -------------------------
                                             Albert J. Bart, Organizer
















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