10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         -------------------------------
                                 F O R M   10 - K/A

                          AMENDMENT NO. 1 TO FORM 10-K

              [X] ANNUAL REPORT PURSUANT TO SECTION l3 OR l5(d) OF
                       THE SECURITIES EXCHANGE ACT OF l934

For the fiscal year ended December 31, 1995
                                       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 0-14368

                  CHILDREN'S DISCOVERY CENTERS OF AMERICA, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                                  06-1097006
          (State or other jurisdiction of                 (I.R.S. Employer
           incorporation or organization)                 Identification No.)

 851 Irwin Street, Suite 200 San Rafael, California             94901
     (Address of principal executive offices)                 (Zip Code)

       Registrant's telephone number, including area code: (415) 257-4200

Securities registered pursuant to Section 12(b) of the Act:

        Title of each class                Name of exchange on which registered
               None                                    Not Applicable 

Securities registered pursuant to Section l2(g) of the Act:

                     Common Stock, par value $.01 per share
                                (Title of Class)
                           ---------------------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during
the preceding l2 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 ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of voting stock held by nonaffiliates of the
registrant on March 21, 1996 was approximately $21,494,629. On such date, the
last sale price of registrant's common stock was $5.25 per share. Solely for the
purposes of this calculation, shares beneficially owned by directors and
officers of registrant have been excluded, except shares with respect to which
such directors and officers disclaim beneficial ownership. Such exclusion should
not be deemed a determination or admission by registrant that such individuals
are, in fact, affiliates of registrant.

As of March 21, 1996 the Registrant had outstanding 6,204,231 shares of Common
Stock, $.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE:
                                                Part of the Form 10-K into which
                Document                        the Document is Incorporated
                --------                        --------------------------------
Definitive Proxy Statement to Stockholders      Part III, Items 10, 11, 12
                                                and 13




                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.


                          CHILDREN'S DISCOVERY CENTERS
                                OF AMERICA, INC.


                                   By: s/s  Richard A. Niglio
Date: April 2, 1996                   ------------------------------------------
     -----------------------                Richard A. Niglio
                                            Chairman and Chief Executive Officer



                                  EXHIBIT INDEX




Item No.    Item Title                             Sequentially Numbered Page
- - --------    ----------                             --------------------------

    27      Financial Data Schedule for the                     1
            year ended December 31, 1995 

EX-27

 


<ARTICLE>                     5
       
                             
<PERIOD-TYPE>                   3-mos
<FISCAL-YEAR-END>                              Dec-31-1995
<PERIOD-START>                                 Jan-01-1995
<PERIOD-END>                                   Dec-31-1995
<CASH>                                         3,023
<SECURITIES>                                   7,891
<RECEIVABLES>                                  2,783
<ALLOWANCES>                                   (246)
<INVENTORY>                                    0
<CURRENT-ASSETS>                               15,822
<PP&E>                                         26,006
<DEPRECIATION>                                 (6,389)
<TOTAL-ASSETS>                                 73,795
<CURRENT-LIABILITIES>                          6,060
<BONDS>                                        0
<COMMON>                                       52,855
<PREFERRED-MANDATORY>                          0
<PREFERRED>                                    0
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   73,795
<SALES>                                        76,658
<TOTAL-REVENUES>                               77,627
<CGS>                                          0
<TOTAL-COSTS>                                  73,010
<OTHER-EXPENSES>                               (807)
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             1,580
<INCOME-PRETAX>                                3,844
<INCOME-TAX>                                   1,208
<INCOME-CONTINUING>                            2,636
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,636
<EPS-PRIMARY>                                  .38
<EPS-DILUTED>                                  .38