[KinderCare Letterhead]
September 28, 2000
Via EDGAR and Facsimile (202) 942-9628
Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Heather Maples
Re: KinderCare Learning Centers, Inc.
Registration Statement on Form S-1
(Registration No. 333-76043)
Dear Ms. Maples:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as
amended, we hereby apply for an order granting the immediate withdrawal of our
Registration Statement on Form S-1, together with all exhibits thereto
(Registration No. 333-76043), effective immediately. We have abandoned our
proposed public offering under the Registration Statement due to poor market
conditions. We have not, and will not, sell any securities under the
Registration Statement.
Please provide us with a facsimile copy of the order consenting to the
withdrawal of the Registration Statement as soon as it is available. Our
facsimile number is (503) 872-1391.
If you should have any questions or comments, please do not hesitate to
contact me (503) 872-1325.
KinderCare Learning Centers, Inc.
By: EVA M. KRIPALANI
-------------------------------
Name: Eva M. Kripalani
Title: Vice President, General Counsel
and Secretary
cc: John B. Tehan, Esq.,
Simpson Thacher & Bartlett
