The escalating mentally ill population in prisons has created unique challenges for correctional systems, Colorado being no exception with 25% of its incarcerated population having mental health needs. This study examined correctional offenders with mental illness (OMIs) and found a growing number of OMIs in Colorado's prison system. Not only is this population expanding, OMIs have higher rates of recidivism, oftentimes a result of failing under parole supervision. OMIs present with characteristics that differentiate them from the general offender population, exhibiting greater rehabilitation needs and prison adjustment difficulties, which has a direct impact on the resources required to house them. (Contains 5 tables and 2 figures.)