~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES AND EXCHANGE COMMISSION~~ Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of ~~1933~~1934

~~October~~August 86, ~~2002~~2003

( Date of Report (date of earliest event reported)

Landacorp, Inc.

(Exact name of Registrant as specified in its charter)

Delaware		000-29377		94-3346710
(State or other jurisdiction ofincorporation or organization)		(Commission File Number)		(I.R.S. EmployerIdentification Number)


Delaware (State or other jurisdiction of incorporation or organization)		000-29377 (Commission File Number)		94-3346710 (I.R.S. Employer Identification Number)

4151 Ashford Dunwoody Road, Suite 505 Atlanta Georgia 30319

(Address of principal executive offices)

(404) 531-9956

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 5. OTHER EVENTS
	ITEM 7. EXHIBITS
SIGNATURES
INDEX OF EXHIBITS
Exhibit 10.21

Item 12. Results of Operations and Financial Condition

SIGNATURE

EXHIBIT INDEX
EX — 99.1

~~Table~~Item 12. Results of ~~Contents~~Operations and Financial Condition.

~~ITEM~~ The 5.information ~~OTHER~~in ~~EVENTS~~this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~Landacorp~~On August 6, ~~Inc.~~2003, (“Landacorp~~”) entered into the Second Amended and Restated Services and Systems Agreement (the “Amended Agreement”) with Lifeguard~~, Inc.~~, a~~ ~~private~~issued ~~not-for-profit~~a ~~heath~~press ~~plan,~~release ~~and~~announcing its ~~affiliate Lifeguard Insurance Co.~~ ~~(Collectively,~~results ~~“Lifeguard”).~~for ~~The Amended Agreement amends and restates~~ the ~~original~~ ~~November~~quarterly ~~2001~~period ~~Services~~ending ~~and System Agreement, which was first amended on July~~June 3130, ~~2002~~2003. ~~The~~A ~~Amended~~copy ~~Agreement~~of ~~provides,~~this ~~among other things, that~~press ~~the~~release ~~Amended~~is ~~Agreement~~attached ~~will~~hereto ~~terminate~~as ~~on November~~Exhibit ~~30, 2002 and no fees paid to Landacorp will be reimbursable to Lifeguard~~99. Among certain other changes, Landacorp and Lifeguard have agreed to delete from the Amended Agreement certain provisions relating to Landacorp’s obligations to reimburse Lifeguard for certain fees and indemnify Lifeguard and its affiliates for certain liabilities1.

~~ITEM 7. EXHIBITS~~SIGNATURE

Exhibit Number		Description
10.21		Second Amended and Restated Services and Systems Agreement Number 01071003 between Lifeguard, Inc. and Lifeguard Life Insurance Company, and Landacorp, Inc. dated October 8, 2002.*

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

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.


	LANDACORP, INC.

Date: August 6, 2003

	By:	/S/ MARK RAPOPORT Mark Rapoport Chief Operating Officer and Chief Financial Officer

~~Table~~EXHIBIT ~~of Contents~~INDEX

SIGNATURES


Exhibit
Number		Description

99.1		Press Release issued by Landacorp, Inc. on August 6, 2003

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 14, 2002

LANDACORP, INC. By: /s/ Mark Rapoport Chief Operating Officer and ChiefFinancial Officer

INDEX OF EXHIBITS

Exhibit Number		Description
10.21		Second Amended and Restated Services and Systems Agreement Number 01071003 between Lifeguard, Inc. and Lifeguard Life Insurance Company, and Landacorp, Inc. dated October 8, 2002.*

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Commission.

Table of Contents

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