The California Department of Corrections (CDC) is one of the largest and fastest-growing departments in state government. The department spends about 90 percent of its budget—2.5 billion in 1992-93—on the operation of the state's prison system. As of December 1992, there were 109,141 inmates in state prison (almost double the system's design capacity). In this report, we assess the CDC's recent projections of the prison inmate population and discuss their fiscal implications.