10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Amendment No. 2)

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended June 30, 2003
	or
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from        to

Commission file number 0-9110 Commission file number 0-9109

LA QUINTA CORPORATION(Exact Name of Registrant as Specified in Its Charter)	LA QUINTA PROPERTIES, INC. (Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization)	Delaware (State or Other Jurisdiction of Incorporation or Organization)
95-3419438 (I.R.S. Employer Identification No.)	95-3520818 (I.R.S. Employer Identification No.)
909 Hidden Ridge, Suite 600 Irving, TX 75038 (Address of Principal Executive Offices, Including Zip Code)	909 Hidden Ridge, Suite 600 Irving, TX 75038 (Address of Principal Executive Offices, Including Zip Code)
(214) 492-6600 (Registrant’s telephone number, including area code)	(214) 492-6600 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrants (1) have 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 Registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes ý  No o

Indicate by check mark whether the registrants are accelerated filers (as defined in Exchange Act Rule 12b-2). Yes ý  No o

As of September 30, 2003, La Quinta Corporation had 152,649,141 shares of common stock outstanding and La Quinta Properties, Inc. had 100,000 shares of class A common stock and 143,218,993 shares of class B common stock outstanding.

This Amendment No. 2 to our Joint Quarterly Report on Form 10-Q (“10-Q/A”) is being filed for the purpose of amending Item 4 of our Joint Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003 (‘Second Quarter 10-Q”) in response to comments received from the Division of Corporate Finance of the Securities and Exchange Commission (the “Staff”) in connection with the Staff’s review of our joint registration statement on Form S-4 (File Nos. 333-105870 and 333-105870-01) and certain documents incorporated by reference therein, including the Second Quarter 10-Q.

The only changes to Item 4 in response to the Staff’s comments were as follows:

•              to substitute the words “as of the end of the period covered by this report” for the phrases “June 30, 2003” and “date of completion of the evalutation” and

•               to substitute the words “effective at the reasonable assurance level” for the words “reasonably effective.”

Unless otherwise indicated, all information in this Form 10-Q/A is as of June 30, 2003, and does not reflect any subsequent information or events.

Item 4. Controls and Procedures

(a)Evaluation of disclosure controls and procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this report, we carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating our disclosure controls and procedures, we and our management recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based upon the required evaluation, the Chief Executive Officer and Chief Financial Officer believe that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. In connection with the rules, we are continuing the process of reviewing and documenting our disclosure controls and procedures, including our internal controls and procedures for financial reporting, and may from time to time make changes aimed at enhancing their effectiveness and to ensure that our systems evolve with our business.

(b)Changes in internal controls.

There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 6.    Exhibits and Reports on Form 8-K

a)	Exhibits:
	31.1	Certification of the President and Chief Executive Officer of La Quinta Corporation and La Quinta Properties, Inc. pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
	31.2	Certification of the Executive Vice President and Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
b)	Reports on Form 8-K:
1.	We filed a joint current report on Form 8-K on April 24, 2003 announcing that we notified PricewaterhouseCoopers LLP that they would be dismissed as our independent principal accountants on the date of and immediately following the filing of our Form 10-Q for the quarter ended March 31, 2003.
2.	We filed a joint current report on Form 8-K on April 24, 2003 announcing that we intended to engage Ernst & Young LLP as our independent principal financial accountants effective on the date of and immediately following the filing of our Form 10-Q for the quarter ended March 31, 2003.
3.	We filed an amendment to our joint current report on Form 8-K on May 6, 2003 to announce our dismissal of PricewaterhouseCoopers LLP as our independent public accountants and our engagement of Ernst & Young LLP as our independent public accountants.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this Amendment No. 2 to the Joint Quarterly Report to be signed on their behalf by the undersigned, thereunto duly authorized.

	La Quinta Corporation
	By:	/s/ David L. Rea
Dated: October 20, 2003		David L. ReaExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)
	La Quinta Properties, Inc.
	By:	/s/ David L. Rea
Dated: October 20, 2003		David L. ReaExecutive Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Francis W. Cash, President and Chief Executive Officer, certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of La Quinta Corporation  and La Quinta Properties, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of  a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the registrant’s internal control over financial reporting.

Date: October 20, 2003	/s/ Francis W. Cash
	Francis W. Cash
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, David L. Rea, Executive Vice President and Chief Financial Officer, certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of La Quinta Corporation and La Quinta Properties, Inc. (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 20, 2003	/s/ David L. Rea
	David L. Rea
	Executive Vice President and Chief
	Financial Officer (Principal Financial and Accounting Officer)