1
FORM 10-Q/A

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

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended October 23, 1999 Commission File No. 333-56239-01

LPA HOLDING CORP.
(exact name of registrant as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware 48-1144353
(state or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)

8717 WEST 110TH STREET, SUITE 300
OVERLAND PARK, KANSAS 66210
(address of principal executive office and zip code)

(913) 345-1250
(registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes X No
-------- --------

As of December 7, 1999, LPA Holding Corp. had outstanding 560,026 shares of
Class A Common Stock (par value, $.01 per share) and 20,000 shares of Class B
Common Stock (par value, $.01 per share). As of December 7, 1999, each of the
additional registrants had the number of outstanding shares which is shown on
the table below.

This Form 10-Q/A amends the Registrants' quarterly report on Form 10-Q for the
quarter ended October 23, 1999 as follows (i) Additional Registrants is amended
to include Bright Start, Inc. as an Additional Registrant, and (ii) Item 6
Exhibits and Reports on Form 8-K, page 16, is amended to include Exhibit 4.1 -
First Supplemental Indenture dated as of July 23, 1999, among Bright Start,
Inc., LPA Holding Corp., La Petite Academy, Inc., and The Chase Manhattan Bank.

2
ADDITIONAL REGISTRANTS

Number of Shares
Jurisdiction of Commission IRS Employer of Common
Name Incorporation File Number Identification No. Stock Outstanding
- ---- ------------- ----------- ------------------ -----------------

La Petite Academy, Inc. Delaware 333-56239 43-1243221 1,000 shares of Common
Stock (par value, $.01 per share)

LPA Services, Inc. Delaware 333-56239-02 74-2849053 1,000 shares of Common
Stock (par value, $.01 per share)

Bright Start, Inc. Minnesota ___________ 41-1694581 100 shares of Common Stock
(par value, $.01 per share)

PART II - OTHER INFORMATION
- --------------------------------------------------------------------------------

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

a. Exhibits required by Item 601 of Regulation S-K:

* 1. Exhibit 4.1 - First Supplemental Indenture dated as of July 23,
1999, among Bright Start, Inc., LPA Holding Corp., La Petite
Academy, Inc., and The Chase Manhattan Bank.

2. Exhibit 27 - Financial Data Schedule

b. Reports on Form 8-K:

On December 7, 1999, the Company filed a current report on Form 8-K
announcing the acquisition of Bright Start, Inc.

* filed herein

2
3
SIGNATURE
- --------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

LPA HOLDING CORP.

Dated December 15, 1999 /s/ Joan K. Singleton
----------------------------------
By: Joan K. Singleton

Senior Vice President, Chief Financial Officer and
duly authorized representative of the registrant

3
4
SIGNATURE
- --------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

LA PETITE ACADEMY, INC.

Dated December 15, 1999 /s/ Joan K. Singleton

-------------------------------
By: Joan K. Singleton

Senior Vice President, Chief Financial Officer and
duly authorized representative of the registrant

4
5
SIGNATURE
- --------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

LPA SERVICES, INC.

Dated December 15, 1999 /s/ Joan K. Singleton
----------------------------------------
By: Joan K. Singleton

Senior Vice President of Finance, Chief Financial
Officer and duly authorized representative of the
registrant

5
6
SIGNATURE
- --------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

BRIGHT START, INC.

Dated December 15, 1999 /s/ Joan K. Singleton
---------------------------------------
By: Joan K. Singleton

Senior Vice President, Chief Financial Officer and
duly authorized representative of the registrant