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

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.1)*

                                GEO GROUP, INC.
                      ------------------------------------
                                (Name of Issuer)

                                  Common Stock
                      ------------------------------------
                         (Title of Class of Securities)

                                    36159R103
                              --------------------
                                 (CUSIP Number)

                                January 31, 2013
          -------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

*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 the
disclosures provided in a prior cover page.

The information required in the remainder 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).


                                PAGE 1 OF 4 PAGES


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

       River Road Asset Management, LLC                              43-2076925
--------------------------------------------------------------------------------
 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                 (a) [_]
                                                                         (b) [_]
       N/A
--------------------------------------------------------------------------------
 3     SEC USE ONLY


--------------------------------------------------------------------------------
 4     CITIZENSHIP OR PLACE OF ORGANIZATION

       Delaware
--------------------------------------------------------------------------------
                     5      SOLE VOTING POWER

                            1,824,182
      NUMBER OF      -----------------------------------------------------------
        SHARES       6      SHARED VOTING POWER
     BENEFICIALLY
       OWNED BY             0
         EACH        -----------------------------------------------------------
      REPORTING      7      SOLE DISPOSITIVE POWER
       PERSON
         WITH               2,230,009
                     -----------------------------------------------------------
                     8      SHARED DISPOSITIVE POWER

                            0
--------------------------------------------------------------------------------
 9     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

       2,230,009
--------------------------------------------------------------------------------
10     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

       N/A
--------------------------------------------------------------------------------
11     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

       3.6%
--------------------------------------------------------------------------------
12     TYPE OF REPORTING PERSON*

       IA
--------------------------------------------------------------------------------


                                PAGE 2 OF 4 PAGES


              Item 1(a) Name of Issuer:
                        GEO GROUP, INC.

              Item 1(b) Address of Issuer's Principal Executive Offices:
                        One Park Place
                        621 NW 53rd Street, Suite 700
                        Boca Raton, Florida 33487

              Item 2(a) Name of Person Filing:
                        River Road Asset Management, LLC

              Item 2(b) Address of the Principal Office or, if none, Residence:
                        462 S. 4th St., Ste 1600
                        Louisville, KY 40202

              Item 2(c) Citizenship:
                        US -- State of Delaware

              Item 2(d) Title of Class of Securities:
                        Common Stock

              Item 2(e) CUSIP Number:
                        36159R103

              Item 3 If the Statement is being filed pursuant to Rule
                     13d-1(b), or 13d-2(b), check whether the person filing
                     is a:

                        (e)      [X] An investment advisor in accordance with
                                 section 240.13d-1(b)(1)(ii)(E)

              Item 4    Ownership:
                         a)  Amount Beneficially Owned:
                             2,230,009

                        (b)  Percent of Class:
                             3.6%

                        (c)  Number of shares as to which such person has:

                        (i)  sole power to vote or direct the vote:    1,824,182
                       (ii)  shared power to vote or direct the vote:          0

                      (iii)  sole power to dispose or to direct the
                             disposition of:                           2,230,009

                       (iv)  shared power to dispose or to direct the
                             disposition of:                                  0


                                PAGE 3 OF 4 PAGES


              Item 5    Ownership of Five Percent or Less of a Class: If this
                        statement is being filed to report the fact that as of
                        the date hereof the reporting person has ceased to be
                        the beneficial owner of more than five percent of the
                        class of securities, check the following [X].

              Item 6    Ownership of More than Five Percent on Behalf of
                        Another Person:

                        If any other person is known to have the right to
                        receive or the power to direct the receipt of dividents
                        from, or the proceeds from the sale of, such securities,
                        a statement to that effect should be included in
                        response to this item and, if such interest related to
                        more than five percent of the class, such person should
                        be identified. Alisting of the shareholders of an
                        investment company registered under the Investment
                        Company Act of 1940 or the beneficiaries of employee
                        benefit plan, pension fund or endowment fund is not
                        required.

              Item 7    Identification and Classification of the Subsidiary
                        Which Acquired the Security Being Reported on By the
                        Parent Holding Company:

                        Not applicable.

              Item 8    Identification and Classification of Members of the
                        Group:

                        Not applicable.

              Item 9    Notice of Dissolution of a Group:
                        Not applicable.

              Item 10   Certification:
                        By signing below I certify that, to the best of my
                        knowledge and belief, the securities referred to above
                        were acquired and are held in the ordinary course of
                        business and were not acquired and are not held for the
                        purpose of or with the effect of changing or influencing
                        the control of the issuer of such securities and were
                        were not acquired in connection with or as a participant
                        in any transaction having such purpose or effect.

                                    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.

Dated: February 8, 2013

                                      River Road Asset Management, LLC

                                      By:   /S/ THOMAS D. MUELLER
                                           -------------------------------------
                                      Name: Thomas D. Mueller
                                            Title: COO, CCO


                                PAGE 4 OF 4 PAGES