The Governor requests a total of $9.6 billion for a 14-part package of proposals designed primarily to address overcrowding in state prisons and county jails. While the package offered by the administration has merit, we identify a number of concerns, in particular that the package would result in a large surplus of state prison capacity and provide the wrong mix of beds. We recommend that the Legislature consider an alternative package that would also address overcrowding but result in a more limited surplus of prison beds, provide a better mix of beds, and reduce state costs.