As filed with the Securities and Exchange Commission on June 22, 1998
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ---------------


                        KINDERCARE LEARNING CENTERS, INC.
             (Exact name of registrant as specified in its charter)

                                ---------------

              DELAWARE                                           63-0941966
      (State or other jurisdiction                             (IRS Employer
      of incorporation or organization)                      Identification No.)

      650 NE Holladay, Suite 1500
      Portland, Oregon                                              97232
      (Address of Principal                                      (Zip Code)
      Executive Offices)

                                ---------------

                Restated Nonqualified Deferred Compensation Plan
                              (Full title of plan)

                                Eva M. Kripalani
                       Vice President and General Counsel
                        KinderCare Learning Centers, Inc.
                           650 NE Holladay, Suite 1500
                             Portland, Oregon 97232
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 872-1300

                                    Copy to:
                               Margaret Hill Noto
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
<PAGE>
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------

                                             Proposed          Proposed
                                             Maximum           Maximum
                           Amount            Offering          Aggregate        Amount of
Title of Securities        to Be             Price Per         Offering         Registration
to Be Registered           Registered        Share             Price            Fee
-------------------        ----------        ---------         ----------       ------------
<S>                        <C>               <C>               <C>              <C>      
Deferred                   $5,000,000        NA                $5,000,000       $1,475.00
Compensation
Obligations
</TABLE>
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

     The following documents filed by KinderCare Learning Centers, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited consolidated financial statements for the Company's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4. Description of Securities.

     The securities registered hereby are deferred compensation obligations of
the Company under the Company's Restated Nonqualified Deferred Compensation Plan
(the "Plan"). These securities represent the contractual obligation of the
Company to pay or distribute when due to participants in the Plan cash with
respect to amounts deferred in accordance with the terms of the Plan. The right
of each participant in the Plan is that of a general, unsecured creditor of the
Company. A participant's interest under the Plan may not be sold, assigned,
transferred, pledged or otherwise encumbered.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

                                      II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware GCL") grants each corporation the power to indemnify officers and
directors under certain circumstances. Article VIII of the Company's Certificate
of Incorporation, as amended in its entirety in the Certificate of Merger dated
February 13, 1997 (the "Certificate"), requires indemnification of current or
former directors or officers of the Company as permitted by Section 145. Article
VIII of the Certificate is summarized as follows:

          (a) Indemnification. Subject to exceptions described below, the
     Company will indemnify an individual who is a party to a proceeding because
     he or she is or was a director or officer, against liability he or she
     incurs in the proceeding if he or she acted in good faith and in a manner
     he reasonably believed to be in, or not opposed to, the best interests of
     the Company. In any criminal proceeding, the individual must also have had
     no reasonable cause to believe his or her conduct was unlawful. An
     individual's conduct regarding an employee benefit plan satisfies these
     indemnification requirements if he or she acts with a purpose he or she
     believed in good faith was in the interests of the participants in and
     beneficiaries of the plan. A proceeding terminated by judgment, order,
     settlement, or conviction, or upon a plea of nolo contendere or its
     equivalent, shall not of itself mean that the proposed indemnitee did not
     meet the standards of conduct required for indemnification.

          (b) Exceptions. (i) The Company will not indemnify a person for
     liability incurred in a proceeding by or in the right of the Company in
     which the person was adjudged liable to the Company, unless and only to the
     extent that, the person or persons making the settlement determination (the
     "Reviewing Party") pursuant to Article VIII or a court of competent
     jurisdiction acting pursuant to Article VIII, determines that, under the
     circumstances of the case, the indemnitee is fairly and reasonably entitled
     to indemnification.

               (ii) Indemnification permitted under Article VIII in connection
          with a proceeding by or in the right of the Company shall include
          reasonable expenses (including attorney fees), penalties, fines
          (including an excise tax assessed with respect to an employee benefit
          plan) and amounts paid in settlement (provided the settlement and the
          amounts paid in settlement are not unreasonable, as determined by the
          Reviewing Party who determines that indemnification is permissible
          under Article VIII) in connection with the proceeding, but, unless
          ordered by a court, shall not include judgments.

               (iii) Notwithstanding any other Article VIII provision, no person
          is entitled to indemnification or advancement of expenses under
          Article

                                      II-2
<PAGE>
          VIII with respect to any proceeding or claim brought or made by the
          person against the Company, other than a proceeding or claim seeking
          or defending that person's right to indemnification or advancement of
          expenses under court order.

          (c) Amounts. A person entitled to indemnification under Article VIII
     for some portion of the liability he or she incurs, but not the total
     amount he or she incurs, the Company will indemnify a person for the
     portion of incurred liability to which he or she is entitled. The Company
     will indemnify a director or officer to the extent he has been successful,
     on the merits or otherwise, in defense of any proceeding where he or she
     was a party, or in defense of any claim, issue or matter therein, because
     he or she is or was a director or officer, against reasonable expenses
     (including attorney fees) incurred by him or her in connection with the
     proceeding.

          (d) Advances for Expenses. The Company will pay for or reimburse the
     reasonable expenses (including attorney fees) incurred by a director or
     officer as a party to a proceeding, in advance of the final proceeding, if
     the person affirms in writing his or her good faith belief that he or she
     has met the required standard of conduct described above, and if the person
     undertakes an unlimited general obligation in writing to repay any advances
     if it is ultimately determined that he is not entitled to indemnification
     under Article VIII or otherwise.

          (e) Authorization. While the Company has pre-authorized
     indemnification as described, the Company shall not indemnify a director or
     officer under Article VIII unless a separate determination has been made in
     the specific case that the indemnification is permissible because the
     person has met the required standard of conduct described above; provided
     that this entitlement decision need be made for the Company to advance
     expenses and a successful party as described in (c) above. Article VIII
     provides for determination of entitlement to indemnification by a Reviewing
     Party. A director or officer who is a party to a proceeding may also apply
     to the court for indemnification or advance expenses.

          (f) Indemnification of Employees and Agents. The Company may, subject
     to authorization in a specific case, indemnify and advance expenses under
     Article VIII to an employee or agent of the Company who is not a director
     or officer, to the same or any lesser extent as an officer or director (or
     greater extent if permitted by law) as determined by the Board of
     Directors.

          (g) Report to Stockholders. The Company shall report any
     indemnification or advance expenses to a director or officer in connection
     with a proceeding by or in the right of the Company, to the extent required
     by law, in writing, to the stockholders with or before the notice of the
     next stockholders' meeting.

                                      II-3
<PAGE>
          (h) Insurance. The Company may buy and maintain liability insurance on
     behalf of a director, officer, or individual who is or was an employee or
     agent of the Company, who, while a director, officer, employee or agent of
     the Company, is or was serving at the request of the Company as a director,
     officer, partner, trustee, employee or agent of another foreign or domestic
     corporation, partnership, joint venture, trust, employee benefit plan, or
     other enterprise against liability asserted against or incurred by him in
     that capacity or arising from his status as a director, officer, employee
     or agent, whether or not the Company would have power to indemnify him
     against the same liability under Article VIII.

          (i) Subrogation. If the Company pays an indemnitee under Article VIII,
     the Company shall be subrogated to the extent of that payment to all the
     rights of recovery of the indemnitee.

     Under the 1997 Stock Purchase and Option Plan for Key Employees of
KinderCare Learning Centers, Inc. and Subsidiaries, no director who is a member
of the Compensation Committee of the Board of Directors shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the plan or the Grants (as defined in the plan). All directors on the
Committee shall be fully protected by the Company with respect to its actions
taken and interpretations and determinations made in good faith.

Item 7. Exemption From Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

        4.1    Certificate of Merger of KCLC Acquisition Corp. into the
               registrant (incorporated by reference from Exhibit 3.1 of
               Amendment No. 1 to the registrant's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

        4.2    Bylaws of the Company (incorporated by reference to Exhibit 3.2
               of Amendment No. 1 to the registrant's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

        5.1    Opinion of Stoel Rives LLP.

        23.1   Consent of Deloitte & Touche LLP.

        23.2   Consent of KPMG Peat Marwick LLP.

                                      II-4
<PAGE>
        23.3   Consent of Stoel Rives LLP (included in Exhibit 5.1).

        24.1   Powers of Attorney.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (the "1933 Act");

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 (the "1934 Act") that are incorporated by reference in the
     registration statement.

          (2) That, for the purpose of determining any liability under the 1933
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement

                                      II-5
<PAGE>
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-6
<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on June 22, 1998.

                                       KINDERCARE LEARNING CENTERS, INC.


                                       By  EVA M. KRIPALANI
                                           -------------------------------------
                                           Eva M. Kripalani
                                           Vice President and General Counsel


     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 22, 1998.

           Signature                                  Title
           ---------                                  -----


 * DAVID J. JOHNSON                   Chief Executive Officer and Chairman
----------------------------------    of the Board of Directors (Principal
   David J. Johnson                   Executive Officer)


   DAN JACKSON                       Vice President, Financial Control and
----------------------------------    Planning (Principal Financial and
   Dan Jackson                       Accounting Officer)


 * HENRY R. KRAVIS                    Director
----------------------------------    
   Henry R. Kravis


 * GEORGE R. ROBERTS                  Director
----------------------------------    
   George R. Roberts

                                      II-7
<PAGE>
 * CLIFTON S. ROBBINS                 Director
----------------------------------    
   Clifton S. Robbins


 * NILS P. BROUS                      Director
----------------------------------    
   Nils P. Brous


 * SANDRA W. SCARR                    Director
----------------------------------    
   Sandra W. Scarr, Ph.D.


 * STEPHEN A. KAPLAN                  Director
----------------------------------    
   Stephen A. Kaplan


   * By  EVA M. KRIPALANI
         ----------------------------------
         Eva M. Kripalani, Attorney-in-Fact

                                      II-8
<PAGE>
                                  EXHIBIT INDEX


Exhibit
Number         Document Description
--------       --------------------

  4.1          Certificate of Merger of KCLC Acquisition Corp. into the
               registrant (incorporated by reference from Exhibit 3.1 of
               Amendment No. 1 to the registrant's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

  4.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
               of Amendment No. 1 to the Company's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

  5.1          Opinion of Stoel Rives LLP.

  23.1         Consent of Deloitte & Touche LLP.

  23.2         Consent of KPMG Peat Marwick LLP.

  23.3         Consent of Stoel Rives LLP (included in Exhibit 5.1).

  24.1         Powers of Attorney.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20678}]
{"company-data": {"conformed-name": "KINDERCARE LEARNING CENTERS INC /DE", "cik": "0000832812", "assigned-sic": "8351", "irs-number": "630941966", "state-of-incorporation": "DE", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57445", "film-number": "98652023"}, "business-address": {"street1": "650 NE HOLLADAY STE 1500", "city": "PORTLAND", "state": "OR", "zip": "97232", "phone": "3342775090"}, "mail-address": {"street1": "P O BOX 20960", "city": "MONTGOMERY", "state": "AL", "zip": "36120-0960"}}
As filed with the Securities and Exchange Commission on June 22, 1998
                                                      Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                                ---------------

                        KINDERCARE LEARNING CENTERS, INC.
             (Exact name of registrant as specified in its charter)

                                ---------------

              DELAWARE                                           63-0941966
      (State or other jurisdiction                             (IRS Employer
      of incorporation or organization)                      Identification No.)

      650 NE Holladay, Suite 1500
      Portland, Oregon                                              97232
      (Address of Principal                                      (Zip Code)
      Executive Offices)

                                ---------------

                Restated Nonqualified Deferred Compensation Plan
                              (Full title of plan)

                                Eva M. Kripalani
                       Vice President and General Counsel
                        KinderCare Learning Centers, Inc.
                           650 NE Holladay, Suite 1500
                             Portland, Oregon 97232
                     (Name and address of agent for service)

   Telephone number, including area code, of agent for service: (503) 872-1300

                                    Copy to:
                               Margaret Hill Noto
                                 Stoel Rives LLP
                         900 SW Fifth Avenue, Suite 2300
                           Portland, Oregon 97204-1268
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------

                                             Proposed          Proposed
                                             Maximum           Maximum
                           Amount            Offering          Aggregate        Amount of
Title of Securities        to Be             Price Per         Offering         Registration
to Be Registered           Registered        Share             Price            Fee
-------------------        ----------        ---------         ----------       ------------
Deferred                   $5,000,000        NA                $5,000,000       $1,475.00
Compensation
Obligations
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents By Reference.

     The following documents filed by KinderCare Learning Centers, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:

          (a) The Company's latest annual report filed pursuant to Section 13(a)
     or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
     filed pursuant to Rule 424(b) under the Securities Act of 1933 that
     contains audited consolidated financial statements for the Company's latest
     fiscal year for which such statements have been filed.

          (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
     Securities Exchange Act of 1934 since the end of the fiscal year covered by
     the annual report or prospectus referred to in (a) above.

     All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.

Item 4. Description of Securities.

     The securities registered hereby are deferred compensation obligations of
the Company under the Company's Restated Nonqualified Deferred Compensation Plan
(the "Plan"). These securities represent the contractual obligation of the
Company to pay or distribute when due to participants in the Plan cash with
respect to amounts deferred in accordance with the terms of the Plan. The right
of each participant in the Plan is that of a general, unsecured creditor of the
Company. A participant's interest under the Plan may not be sold, assigned,
transferred, pledged or otherwise encumbered.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

                                      II-1
Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware GCL") grants each corporation the power to indemnify officers and
directors under certain circumstances. Article VIII of the Company's Certificate
of Incorporation, as amended in its entirety in the Certificate of Merger dated
February 13, 1997 (the "Certificate"), requires indemnification of current or
former directors or officers of the Company as permitted by Section 145. Article
VIII of the Certificate is summarized as follows:

          (a) Indemnification. Subject to exceptions described below, the
     Company will indemnify an individual who is a party to a proceeding because
     he or she is or was a director or officer, against liability he or she
     incurs in the proceeding if he or she acted in good faith and in a manner
     he reasonably believed to be in, or not opposed to, the best interests of
     the Company. In any criminal proceeding, the individual must also have had
     no reasonable cause to believe his or her conduct was unlawful. An
     individual's conduct regarding an employee benefit plan satisfies these
     indemnification requirements if he or she acts with a purpose he or she
     believed in good faith was in the interests of the participants in and
     beneficiaries of the plan. A proceeding terminated by judgment, order,
     settlement, or conviction, or upon a plea of nolo contendere or its
     equivalent, shall not of itself mean that the proposed indemnitee did not
     meet the standards of conduct required for indemnification.

          (b) Exceptions. (i) The Company will not indemnify a person for
     liability incurred in a proceeding by or in the right of the Company in
     which the person was adjudged liable to the Company, unless and only to the
     extent that, the person or persons making the settlement determination (the
     "Reviewing Party") pursuant to Article VIII or a court of competent
     jurisdiction acting pursuant to Article VIII, determines that, under the
     circumstances of the case, the indemnitee is fairly and reasonably entitled
     to indemnification.

               (ii) Indemnification permitted under Article VIII in connection
          with a proceeding by or in the right of the Company shall include
          reasonable expenses (including attorney fees), penalties, fines
          (including an excise tax assessed with respect to an employee benefit
          plan) and amounts paid in settlement (provided the settlement and the
          amounts paid in settlement are not unreasonable, as determined by the
          Reviewing Party who determines that indemnification is permissible
          under Article VIII) in connection with the proceeding, but, unless
          ordered by a court, shall not include judgments.

               (iii) Notwithstanding any other Article VIII provision, no person
          is entitled to indemnification or advancement of expenses under
          Article

                                      II-2
VIII with respect to any proceeding or claim brought or made by the
          person against the Company, other than a proceeding or claim seeking
          or defending that person's right to indemnification or advancement of
          expenses under court order.

          (c) Amounts. A person entitled to indemnification under Article VIII
     for some portion of the liability he or she incurs, but not the total
     amount he or she incurs, the Company will indemnify a person for the
     portion of incurred liability to which he or she is entitled. The Company
     will indemnify a director or officer to the extent he has been successful,
     on the merits or otherwise, in defense of any proceeding where he or she
     was a party, or in defense of any claim, issue or matter therein, because
     he or she is or was a director or officer, against reasonable expenses
     (including attorney fees) incurred by him or her in connection with the
     proceeding.

          (d) Advances for Expenses. The Company will pay for or reimburse the
     reasonable expenses (including attorney fees) incurred by a director or
     officer as a party to a proceeding, in advance of the final proceeding, if
     the person affirms in writing his or her good faith belief that he or she
     has met the required standard of conduct described above, and if the person
     undertakes an unlimited general obligation in writing to repay any advances
     if it is ultimately determined that he is not entitled to indemnification
     under Article VIII or otherwise.

          (e) Authorization. While the Company has pre-authorized
     indemnification as described, the Company shall not indemnify a director or
     officer under Article VIII unless a separate determination has been made in
     the specific case that the indemnification is permissible because the
     person has met the required standard of conduct described above; provided
     that this entitlement decision need be made for the Company to advance
     expenses and a successful party as described in (c) above. Article VIII
     provides for determination of entitlement to indemnification by a Reviewing
     Party. A director or officer who is a party to a proceeding may also apply
     to the court for indemnification or advance expenses.

          (f) Indemnification of Employees and Agents. The Company may, subject
     to authorization in a specific case, indemnify and advance expenses under
     Article VIII to an employee or agent of the Company who is not a director
     or officer, to the same or any lesser extent as an officer or director (or
     greater extent if permitted by law) as determined by the Board of
     Directors.

          (g) Report to Stockholders. The Company shall report any
     indemnification or advance expenses to a director or officer in connection
     with a proceeding by or in the right of the Company, to the extent required
     by law, in writing, to the stockholders with or before the notice of the
     next stockholders' meeting.

                                      II-3
(h) Insurance. The Company may buy and maintain liability insurance on
     behalf of a director, officer, or individual who is or was an employee or
     agent of the Company, who, while a director, officer, employee or agent of
     the Company, is or was serving at the request of the Company as a director,
     officer, partner, trustee, employee or agent of another foreign or domestic
     corporation, partnership, joint venture, trust, employee benefit plan, or
     other enterprise against liability asserted against or incurred by him in
     that capacity or arising from his status as a director, officer, employee
     or agent, whether or not the Company would have power to indemnify him
     against the same liability under Article VIII.

          (i) Subrogation. If the Company pays an indemnitee under Article VIII,
     the Company shall be subrogated to the extent of that payment to all the
     rights of recovery of the indemnitee.

     Under the 1997 Stock Purchase and Option Plan for Key Employees of
KinderCare Learning Centers, Inc. and Subsidiaries, no director who is a member
of the Compensation Committee of the Board of Directors shall be personally
liable for any action, determination or interpretation made in good faith with
respect to the plan or the Grants (as defined in the plan). All directors on the
Committee shall be fully protected by the Company with respect to its actions
taken and interpretations and determinations made in good faith.

Item 7. Exemption From Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

        4.1    Certificate of Merger of KCLC Acquisition Corp. into the
               registrant (incorporated by reference from Exhibit 3.1 of
               Amendment No. 1 to the registrant's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

        4.2    Bylaws of the Company (incorporated by reference to Exhibit 3.2
               of Amendment No. 1 to the registrant's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

        5.1    Opinion of Stoel Rives LLP.

        23.1   Consent of Deloitte & Touche LLP.

        23.2   Consent of KPMG Peat Marwick LLP.

                                      II-4
23.3   Consent of Stoel Rives LLP (included in Exhibit 5.1).

        24.1   Powers of Attorney.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933 (the "1933 Act");

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information required to be included in a post-effective amendment by
     those paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 (the "1934 Act") that are incorporated by reference in the
     registration statement.

          (2) That, for the purpose of determining any liability under the 1933
     Act, each such post-effective amendment shall be deemed to be a new
     registration statement relating to the securities offered therein, and the
     offering of such securities at that time shall be deemed to be the initial
     bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.

     (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement

                                      II-5
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, State of Oregon, on June 22, 1998.

                                       KINDERCARE LEARNING CENTERS, INC.

                                       By  EVA M. KRIPALANI
                                           -------------------------------------
                                           Eva M. Kripalani
                                           Vice President and General Counsel

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 22, 1998.

           Signature                                  Title
           ---------                                  -----

 * DAVID J. JOHNSON                   Chief Executive Officer and Chairman
----------------------------------    of the Board of Directors (Principal
   David J. Johnson                   Executive Officer)

   DAN JACKSON                       Vice President, Financial Control and
----------------------------------    Planning (Principal Financial and
   Dan Jackson                       Accounting Officer)

 * HENRY R. KRAVIS                    Director
----------------------------------    
   Henry R. Kravis

 * GEORGE R. ROBERTS                  Director
----------------------------------    
   George R. Roberts

                                      II-7
* CLIFTON S. ROBBINS                 Director
----------------------------------    
   Clifton S. Robbins

 * NILS P. BROUS                      Director
----------------------------------    
   Nils P. Brous

 * SANDRA W. SCARR                    Director
----------------------------------    
   Sandra W. Scarr, Ph.D.

 * STEPHEN A. KAPLAN                  Director
----------------------------------    
   Stephen A. Kaplan

   * By  EVA M. KRIPALANI
         ----------------------------------
         Eva M. Kripalani, Attorney-in-Fact

                                      II-8
EXHIBIT INDEX

Exhibit
Number         Document Description
--------       --------------------

  4.1          Certificate of Merger of KCLC Acquisition Corp. into the
               registrant (incorporated by reference from Exhibit 3.1 of
               Amendment No. 1 to the registrant's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

  4.2          Bylaws of the Company (incorporated by reference to Exhibit 3.2
               of Amendment No. 1 to the Company's Registration Statement on
               Form S-4 dated April 8, 1997, File No. 333-23127).

  5.1          Opinion of Stoel Rives LLP.

  23.1         Consent of Deloitte & Touche LLP.

  23.2         Consent of KPMG Peat Marwick LLP.

  23.3         Consent of Stoel Rives LLP (included in Exhibit 5.1).

  24.1         Powers of Attorney.