SECURITIES AND EXCHANGE COMMISSION
 
 Washington, D.C. 20549
 
 - - - - - - - - - - - - - - - -
 
 FORM 10-Q
 
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR SECTION 15 (d)
 
 OF THE SECURITIES EXCHANGE ACT OF 1934



FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

LOOMIS, FARGO & CO.
 
 (Exact name of registrant as specified in its charter)





|Delaware
   
   (State or other jurisdiction) | 333-24689
   
   (Commission File Number) | 76-0521092
   
   (IRS Employer Identification No.)
|--------------------------------------------- | ----------------------------------------- | ---------------------------------------------------



|File No. 333-24689-01
   
   LFC Holding Corporation
   
   (Exact Name of Registrant
   
   as Specified in its Charter) | File No.
     333-24689-02
   
   Loomis, Fargo & Co.
   
   (Exact Name of Registrant
   
   as Specified in its Charter) | File No.
     333-24689-04
   
   Loomis, Fargo & Co. of Puerto Rico
   
   (Exact Name of Registrant
   
   as Specified in its Charter)
|------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------



|Delaware
   
   (State or other jurisdiction of
   
   incorporation or organization) | Texas
   
   (State or other jurisdiction of
   
   incorporation or organization) | Tennessee
   
   (State or other jurisdiction of
   
   incorporation or organization)
|------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------



|75-2371825
   
   (I.R.S. Employer
   
   Identification No.) | 75-0117200
   
   (I.R.S. Employer
   
   Identification No.) | 66-0215016
   
   (I.R.S. Employer
   
   Identification No.)
|------------------------------------------------------------- | ------------------------------------------------------------- | -------------------------------------------------------------



|2500 CityWest Blvd., Suite 900
   
   Houston, Texas
   
   (Address of principal executive offices) | 77042
   
   (Zip Code)
|---------------------------------------------------------------------------------------------------- | -----------------------

Registrants' telephone number, including area code: (713) 435-6700

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 registrant was required to file
   such reports), and (2) has been subject to such filing requirements
   for the past 90 days. Yes [X] No [ ]

As of November 8, 1999, 10,000,000 shares of the Common Stock,
   $0.01 par value, of Loomis, Fargo & Co.; 2,652,705 shares of the
   Class A Common Stock, $0.01 par value, of LFC Holding Corporation;
   1,000 shares of the Common Stock, $10.00 par value, of Loomis, Fargo
   & Co. (a Texas corporation); and 250 shares of Common Stock, no
   par value, of Loomis, Fargo & Co. of Puerto Rico, were
   outstanding.



PART I - FINANCIAL INFORMATION
 
 Item 1. Financial Statements



Loomis, Fargo & Co.
 
 Consolidated Balance Sheets
 
 (Unaudited, in thousands)





|                                                    | December 31,
   
   1998 | September 30,
   
   1999
|--------------------------------------------------- | ------------------------ | -------------------------
|Assets                                              |                          |                          
|Current assets:                                     |                          |                          
|Cash and
     cash equivalents                      | $2,548                   | $7,705                   
|Accounts
     receivable, net                       | 30,261                   | 25,938                   
|Prepaid
     expenses and other current assets      | 3,965                    | 5,400                    
|                                                    |                          |                          
|Total current assets                                | 36,774                   | 39,043                   
|                                                    |                          |                          
|Property and equipment, net                         | 40,736                   | 45,025                   
|Deferred taxes, net                                 | 3,608                    | 6,031                    
|Intangible assets, net                              | 105,943                  | 99,654                   
|Other assets, net                                   | 3,975                    | 3,253                    
|                                                    |                          |                          
|Total Assets                                        | $191,036                 | $193,006                 
|                                                    |                          |                          
|                                                    |                          |                          
|Liabilities and stockholders' deficit               |                          |                          
|Current liabilities:                                |                          |                          
|Accounts
     payable                               | $21,044                  | $15,167                  
|Accrued
     expenses and other current liabilities | 29,549                   | 30,017                   
|Current
     portion, long-term debt - affiliates   | 3,000                    | 2,904                    
|Current
     portion, capital lease obligations     | 411                      | 315                      
|                                                    |                          |                          
|Total current liabilities                           | 54,004                   | 48,403                   
|                                                    |                          |                          
|Long-term liabilities:                              |                          |                          
|Long-term
     debt - affiliates                    | 2,988                    | -                        
|Long-term
     debt - other                         | 130,100                  | 137,000                  
|Capital
     lease obligations                      | 318                      | 85                       
|Other
     long-term liabilities                    | 10,613                   | 12,524                   
|                                                    |                          |                          
|Total long-term liabilities                         | 144,019                  | 149,609                  
|                                                    |                          |                          
|Stockholders' deficit:                              |                          |                          
|Common stock                                        | 100                      | 100                      
|Additional
     paid-in capital                     | 24,755                   | 24,755                   
|Accumulated
     deficit                            | (31,842)                 | (29,861)                 
|                                                    |                          |                          
|Total stockholders' deficit                         | (6,987)                  | (5,006)                  
|                                                    |                          |                          
|Total liabilities and stockholders'
     deficit    | $ 191,036                | $ 193,006                
|                                                    |                          |                          





See accompanying notes.





Loomis, Fargo & Co.
 
 Consolidated Statements of Operations
 
 (Unaudited, in thousands)



|                                  | Three Months Ended	
   
   September 30, | Nine Months Ended
   
   September 30,
|--------------------------------- | ---------------------------------------- | --------------------------------------
|                                  | 1998                                     | 1999                                  
|Revenues                          | $ 95,455                                 | $ 94,665                              
|Cost of operations:               |                                          |                                       
|Payroll and
     related expense  | 57,276                                   | 58,392                                
|Vehicle expense                   | 12,288                                   | 10,402                                
|Facilities expense                | 4,085                                    | 4,205                                 
|Other operating
     expenses     | 17,894                                   | 16,718                                
|                                  |                                          |                                       
|                                  | 91,543                                   | 89,717                                
|                                  |                                          |                                       
|Operating income                  | 3,912                                    | 4,948                                 
|Interest expense                  | 3,783                                    | 3,426                                 
|                                  |                                          |                                       
|Income (loss) before income taxes | 129                                      | 1,522                                 
|Income taxes                      | 70                                       | 761                                   
|                                  |                                          |                                       
|Net income (loss)                 | $59                                      | $761                                  
|                                  |                                          |                                       



See accompanying notes.









Consolidated Statements of Cash Flows
 
 (Unaudited, in thousands)



|                                                            | Nine Months Ended September 30,                
|----------------------------------------------------------- | -----------------------------------------------
|                                                            | 1998                                           
|Operating activities                                        |                                                
|Net income (loss)                                           | $ (1,613)                                      
|Adjustments to reconcile
     net income (loss) to net cash |                                                
|                                                            | provided by operating activities:              
|                                                            | Depreciation and amortization expense          
|                                                            | Amortization of financing costs                
|                                                            | Accretion of discount on NOL note              
|                                                            | Deferred income taxes                          
|                                                            | Gain on disposal of property
     and equipment
|                                                            | Provision for doubtful accounts                
|                                                            | Changes in current assets and
     liabilities:
|                                                            |                                                
|                                                            |                                                
|                                                            |                                                
|                                                            |                                                
|                                                            |                                                
|Net cash provided by operating
     activities              | 16,231                                         
|                                                            |                                                
|Investing activities                                        |                                                
|Acquisition of property and equipment                       | (6,956)                                        
|Proceeds from sale of property and equipment                | 221                                            
|                                                            |                                                
|Net cash used in investing activities                       | (6,735)                                        
|                                                            |                                                
|Financing activities                                        |                                                
|Net borrowings (repayments) of debt                         | (7,000)                                        
|Repayment of long-term debt - affiliates                    | -                                              
|Repayments of capital lease obligations                     | (430)                                          
|Financing costs related to debt                             | (104)                                          
|                                                            |                                                
|Net cash provided by (used in) financing activities         | (7,534)                                        
|                                                            |                                                
|Net increase in cash and cash equivalents                   | 1,962                                          
|Cash and cash equivalents at beginning of period            | 3,659                                          
|                                                            |                                                
|Cash and cash equivalents at end of period                  | $ 5,621                                        
|                                                            |                                                



See accompanying notes.



LOOMIS, FARGO & CO.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
 September 30, 1999





NOTE 1 BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements
   have been prepared in accordance with generally accepted accounting
   principles for interim financial information and with the
   instructions to Form 10-Q and Article 10 of Regulation S-X.
   Accordingly, they do not include all of the information and
   footnotes required by generally accepted accounting principles for
   complete financial statements. The information included in this Form
   10-Q should be read in conjunction with the audited consolidated
   financial statements of Loomis, Fargo & Co. (the "Company
   ") as of December 31, 1998 included in the Form 10-K filed with
   the Securities and Exchange Commission on March 24, 1999. In the
   opinion of management, all adjustments (consisting only of normal
   recurring accruals) considered necessary for a fair presentation
   have been included. Operating results for the nine months ended
   September 30, 1999 are not necessarily indicative of the results
   that may be expected for the full year.

Certain prior period amounts have been reclassified to conform with
   the 1999 presentation.

NOTE 2 RECENT PRONOUNCEMENTS

In June 1998, Statement of Financial Accounting Standards
   No. 133, Accounting for Derivative Instruments and Hedging
   Activities (SFAS 133) was issued. SFAS 133 establishes a new
   model for accounting for derivatives and hedging activities. In June
   1999, SFAS 137 was issued which delayed the effective date of SFAS
   133 by one year. SFAS 133 is now effective for fiscal years
   beginning after June 15, 2000. Management believes the adoption will
   not have a material impact on the Company's financial statements.

NOTE 3 INCOME TAXES

The Company continually reviews the adequacy of the
   valuation allowance related to deferred tax assets and reduced the
   reserve by $4.2 million and $2.6 million during the nine and three
   month periods ended September 30, 1999, respectively. The reduction
   resulted from a reassessment by the Company which indicates that it
   is more likely than not that additional benefits will be realized.
   As the reduction in valuation allowance was related to purchase
   accounting, a corresponding reduction in goodwill resulted.

NOTE 4 SIGNIFICANT CUSTOMER

One of the Company's customers accounts for approximately
   13% of the Company's consolidated revenue for the nine and three
   months ended September 30, 1999.



ITEM 2
 
 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 
 CONDITION AND RESULTS OF OPERATIONS



Loomis, Fargo & Co. (the "Company") provides armored car
   transport    services to a variety of financial, commercial,
   industrial and retail establishments    within the United States and
   Puerto Rico. The Company offers secure, expedited    transportation
   and protection for valuable commodities, provides extensive
   automatic    teller machine ("ATM") services, cash
   management and related services    to financial institutions and
   other commercial customers. The Company also provides    contract
   security officers to patrol and control access to customer
   facilities    in Puerto Rico.

FORWARD-LOOKING INFORMATION

Certain statements in this report including such terms as
   "believe", "estimate", "should", "may", "expect",
   "anticipate" and similar expressions which are not historical are
   forward-looking statements that involve risks and uncertainties.
   Such statements include, without limitation, the Company's
   expectation as to future performance. Such forward-looking
   statements are made pursuant to the safe harbor provisions of the
   Private Securities Litigation Reform Act of 1995. Important factors
   that could cause the actual results, performance or achievements of
   the Company to differ materially from the Company's expectations (
   "Cautionary Statements") are disclosed in this report.
   Investors are cautioned that all forward-looking statements involve
   risks and uncertainty. Factors that could cause or contribute to
   such differences include, but are not limited to, risks and
   uncertainties relating to leverage and debt service, changes in
   interest rates, risks inherent in the armored transport industry,
   general economic and business conditions, restrictions imposed by
   the bank credit facility, the ability to attract and retain
   qualified employees, timely identification and resolution of all
   Year 2000 issues, environmental and other regulatory matters and
   future legal proceedings. All written or oral forward-looking
   statements attributable to the Company are expressly qualified in
   their entirety by the Cautionary Statements.

RESULTS OF OPERATIONS

The following table sets forth the Company's consolidated results
   of operations expressed as a percentage of revenue.

|                           |                             | Nine Months Ended
   
   September 30, | Three Months Ended
   
   September 30,
|-------------------------- | --------------------------- | -------------------------------------- | ---------------------------------------
|                           |                             | 1998                                   | 1999                                   
|Revenues                   | 100.0%                      | 100.0%                                 | 100.0%                                 
|Cost of operations:        |                             |                                        |                                        
|                           | Payroll and related expense | 60.4                                   | 61.6                                   
|                           | Vehicle expense             | 12.8                                   | 11.4                                   
|                           | Facilities expense          | 4.2                                    | 4.4                                    
|                           | Other operating expenses    | 19.0                                   | 17.6                                   
|                           |                             |                                        |                                        
|Operating income           | 3.6                         | 5.0                                    | 4.1                                    
|Interest expense           | 4.1                         | 3.6                                    | 4.0                                    
|                           |                             |                                        |                                        
|Income (loss) before taxes | (0.5)                       | 1.4                                    | 0.1                                    
|                           |                             |                                        |                                        
|Income taxes               | 0.1                         | 0.7                                    | 0.1                                    
|                           |                             |                                        |                                        
|Net income (loss)          | (0.6%)                      | 0.7%                                   | 0.1%                                   
|                           |                             |                                        |                                        





Revenues.Revenues decreased by approximately $5.3 million
   (1.8%) and $0.8 million (0.8%), respectively, for the nine and three
   month periods ended September 30, 1999 from last year's
   corresponding periods. During the last half of 1997, the Company
   continued its initiative to improve the quality of service and
   revenue on the contracts acquired in the January 1997 combination
   with Wells Fargo Armored Services Corporation. A majority of the
   acquired contracts were renegotiated with higher rates by the end of
   1997. These rate increases, which also occurred during 1998 to a
   lesser extent, resulted in higher revenues from the acquired
   contracts for much of the first half of 1998; however, they also
   resulted in the loss of certain customers. This revenue initiative
   also included a conscious decision by management to discontinue
   relationships with specific customers that were unprofitable or did
   not meet the Company's strategic objectives. These factors are the
   primary reason for the decreases in revenues.

The following table analyzes revenues by type of service. The
   decrease in armored transport services during the nine months ended
   September 30, 1999 primarily relate to the revenue improvement
   initiative previously discussed. Management believes that the small
   increase in the armored transport services during the quarter ended
   September 30, 1999 suggests the revenue reductions related to the
   revenue improvement initiative have concluded. Management believes
   ATM services continue to represent a growth sector of the industry
   and related revenues increased during the first nine months of 1999
   as compared to the respective period in 1998. The slight reduction
   in cash management and related services is partially attributable to
   management's revenue initiative strategies which have resulted in
   the revenue from contract security in Puerto Rico decreasing by
   approximately $0.5 million during the third quarter of 1999 from the
   corresponding period last year.

|                                       | Nine Months Ended
   
   September 30, | Three Months Ended
   
   September 30,
|-------------------------------------- | -------------------------------------- | ---------------------------------------
|(In millions)                          | 1998                                   | 1999                                   
|Traditional armored transport services | $170.5                                 | $165.6                                 
|ATM services                           | 88.0                                   | 90.2                                   
|Cash vault and related services        | 30.3                                   | 27.7                                   
|                                       |                                        |                                        
|Total Revenues                         | $288.8                                 | $283.5                                 
|                                       |                                        |                                        

Payroll and related expense. Payroll and related expense
   increased by approximately $0.1 million (0.1%) and $1.1 million
   (1.9%) for the respective nine and three month periods ended
   September 30, 1999 from the corresponding periods in 1998. A
   substantial amount of the increase for the quarter ended September
   30, 1999 represented the strengthening of the management staffing
   throughout the Company. As a percentage of revenue, payroll and
   related expense increased to 61.6% and 61.7% for the nine and three
   month periods ended September 30, 1999 from 60.4% and 60.0% for the
   comparative periods in 1998. These changes reflect the business
   strategy of improved wages and fringe benefits throughout the
   Company as well as increases in the number of crew operating certain
   higher risk routes.

Vehicle expense. Vehicle expense decreased by approximately
   $4.8 million (12.9%) and $1.9 million (15.3%) for the respective
   nine and three months ended September 30, 1999 from the
   corresponding periods in 1998. Vehicle expense as a percent of
   revenues decreased to 11.4% and 11.0% for the respective nine and
   three month periods of 1999 from 12.8% and 12.9% for the
   corresponding periods in 1998. Reductions in the amount of auto
   liability claims and related premiums totaled in excess of $1.0
   million for the nine and three month periods ended September 30,
   1999 from the corresponding periods in 1998. Additionally, the
   revenue improvement initiative previously discussed resulted in a
   reduction in the number of truck hours required to service the
   remaining higher quality of revenue customers. The continuing
   consolidation of branches and the restructuring of routes have also
   positively impacted this variance as has the on-going upgrading of
   the Company's fleet. These positive variances were partially offset
   by increases in the price of fuel which resulted in approximately
   $400,000 and $300,000 of
 additional vehicle expense during the respective nine and three month
   periods ended September 30, 1999 from last year's corresponding
   periods.

Facilities expense. Facilities expense and the expense as a
   percent of revenue, for the nine and three month periods of 1999,
   remained relatively constant with the corresponding periods in 1998.

Other operating expenses. Other operating expenses decreased
   by approximately $4.7 million (8.6%) and $1.2 million (6.6%) for the
   respective nine and three month periods ended September 30, 1999
   from the corresponding periods in 1998. Other operating expenses as
   a percent of revenues decreased to 17.6% and 17.7% for the
   respective nine and three month periods ended September 30, 1999
   from 19.0% and 18.7% for the corresponding periods in 1998. Other
   operating expenses include such expenses as cargo insurance premiums
   and retained losses, costs of a centralized dispatch center,
   subcontracting costs, bad debt expense, and the testing, recruiting
   and training of employees. The conscious decision by management to
   discontinue relationships with specific unprofitable customers and
   an emphasis on collections produced a decrease in bad debt expense
   of $2.5 million during the first nine months of 1999 as compared to
   the same period in 1998. Combined cash-in-transit insurance premiums
   and cargo loss totals have declined by approximately $2.1 million to
   $7.6 million and $9.7 million for the first nine months of 1999 and
   1998, respectively.

Interest expense. Interest expense decreased by
   approximately $1.4 million (12.3%) and $0.4 million (9.4%) for the
   respective nine and three month periods ended September 30, 1999
   from the corresponding periods in 1998. This is primarily a result
   of the daily average borrowings under the Company's credit facility
   being approximately $14.0 million (20.8%) and $8.4 million (13.7%)
   lower during the respective nine and three month periods of 1999 as
   compared to the corresponding periods last year.

Income taxes. Income tax expense as a percentage of pre-tax
   income increased for the nine and three month periods ended
   September 30, 1999 from the corresponding periods in 1998. This is
   largely due to reductions in the deferred tax valuation allowance
   related to purchase accounting for prior acquisitions. This resulted
   in goodwill related to those acquisitions being reduced; whereas
   reductions in the valuation allowance related to other items would
   have resulted in a reduction in income tax expense.

LIQUIDITY AND CAPITAL RESOURCES

Total cash and cash equivalents at September 30, 1999 and 1998 were
   $7.7 million and $5.6 million, respectively. Changes in cash and
   cash equivalents are described in the statements of cash flows,
   which are summarized below.

|                                               | Nine Months Ended
   
   September 30,
|---------------------------------------------- | --------------------------------------
|(In millions)                                  | 1998                                  
|Net cash provided by operating activities      | $     
      16.2                     
|Net cash used in investing activities          | (6.7)                                 
|Net cash used in financing activities          | (7.5)                                 
|                                               |                                       
|Net increase in cash
     and cash equivalents | $     
        2.0                    
|                                               |                                       





Operating Activities

Net cash of $13.5 million was provided by operating activities
   during the first nine months of 1999. The $2.7 million reduction in
   cash provided by operating activities was partially due to a
   reduction of accounts receivable during 1998 being $17.5 million
   greater than the corresponding reduction in 1999. Offsetting this
   reduction was a reduction to accrued expenses during the first nine
   months of 1998 due to an $11.7 million payment to the Company's
   insurance carrier in January 1998 related to the recovery of a 1997
   cargo loss.

Investing Activities

In the first nine months of 1999, cash of $11.8 million was used
   for acquisitions of property and equipment, which primarily related
   to the enhancement of the Company's fleet. Planned capital
   expenditures for the next twelve months are estimated to be between
   $15.0 and $20.0 million. The Company is purchasing more of its fixed
   assets rather than obtaining them through operating leases, which
   has increased capital expenditures.

Financing Activities

In connection with the utilization of certain net operating losses
   in the 1998 Federal Income Tax return, the Company was required to
   make a $3.1 million payment on the long-term debt to affiliates
   during the second quarter of 1999. This payment along with purchases
   of property and equipment resulted in net borrowings of $6.9 million
   being made on the Company's bank credit facility during the first
   nine months of 1999. The Company's average daily balance
   outstanding, however, was $14.0 million less during this period than
   the corresponding period in 1998. The primary reason the Company was
   able to reduce the level of debt has been the continued focus on
   collections.

The Company's balance sheet reflected a working capital deficit of
   $0.9 million at September 30, 1999, a decrease from the December 31,
   1998 working capital deficit of $17.2 million. The Company is highly
   leveraged, with long-term liabilities comprising 77.5% of total
   liabilities and a stockholders' deficit at September 30, 1999.

The Company's revolving credit facility provided aggregate
   commitments of $105.0 million at December 31, 1998. The credit
   facility agreement includes a step-down of the commitment over the
   final three years of the facility. The commitment is reduced by
   $3.75 million and $4.375 million at the end of each quarter in 1999
   and 2000, respectively. Therefore, a total commitment of $93.75
   million remained at September 30, 1999. The facility includes
   guarantees of letters of credit, of which approximately $18.8
   million were outstanding at September 30, 1999. The remaining
   commitment available under the facility at September 30, 1999 was
   $24.8 million. Under the facility, funds can be borrowed either for
   unspecified periods of time at a base rate tied to the agent
   bank'sprime rate, or for set periods of time under variable rates
   tied to LIBOR.

By December 1999, the total commitment under the credit facility
   will decrease to $90.0 million. It is anticipated that requirements
   for letters of credit, principally for casualty liabilities, should
   not exceed $20.0 million by December 31, 1999, leaving approximately
   $70.0 million in available borrowing capacity. Management believes
   that the operating cash flow and this remaining financing commitment
   will be more than adequate to fund future operating needs, capital
   expenditures, and any required repayments of debt.

IMPACT OF YEAR 2000

The Year 2000 computer issue is predominantly the result of many
   software programs categorizing the "year" in a two-digit
   format. Such programs may be unable to interpret dates beyond the
   year 1999, which could cause a system failure or other computer
   errors and a disruption in the operation of such systems. The Year
   2000 issue creates potential risks for the Company in both the
   Information Technology ("IT") and non-IT systems that are
   depended on in various aspects of the business
 operations. The Company may also be exposed to risks from third
   parties with whom the Company interacts who fail to adequately
   address their own Year 2000 issues.

During mid-1998, the Company established an internally staffed Year
   2000 Readiness Committee to address Year 2000 issues. The objectives
   of this committee are to create awareness, conduct assessment,
   complete renovation of critical and important items, validate or
   test the success of the changes, and oversee implementation of those
   tested changes into the Company's business processes.

State of Readiness

The following information is a "Year 2000 Readiness Disclosure
   " under the Year 2000 Information and Readiness Disclosure Act
   of 1998 (the "Act"). The Company's internal Year 2000
   Readiness Program, which began early last year, is nearly complete.
   The Year 2000 Program Project Management Office, with
   executive-level oversight, has committed significant effort and
   resources to the identification and remediation of all date rollover
   issues that may impact our core business functions and to bring
   about a Year 2000 Readiness status for our internal systems. The
   Company has just recently completed the process of identification
   and assessment of the readiness of our key third-party dependent
   relationships as well. The Company has made significant progress
   this past quarter as we have moved on to the final phases of our
   readiness program: contingency planning and follow-up. The Company
   is not aware of any century date change issues, internal or external
   that could be reasonably anticipated to have a material adverse
   effect upon Loomis, Fargo & Co. or its operations.

Management Processes and Timeline

The Company employed a phased approach to accomplishing the stages
   of the project life cycle. Those phases are Inventory, Assessment,
   Strategy, Remediation and Validation. Additional key factors were
   executive sponsorship, effective communications, and business risk
   assessment/contingency planning.

The Company's Year 2000 Readiness Program established a formal
   reporting process to ensure necessary management attention,
   conformance to our readiness schedule, and timely resolution of all
   identified concerns.

Loomis, Fargo & Co. Year 2000 Readiness Status



|Area of Focus          | Inventory | Assessment | Strategy | Remediation     | Validation     
|---------------------- | --------- | ---------- | -------- | --------------- | ---------------
|Operations             | Complete  | Complete   | Complete | Complete        | Complete       
|Administrative Systems | Complete  | Complete   | Complete | Complete        | Complete       
|Telecommunications     | Complete  | Complete   | Complete | Nearly Complete | Nearly Complete
|Third Parties          | Complete  | Complete   | Complete | Complete        | N/A            

Third-Party Dependent Relationships

We have completed our program to review the Year 2000 Readiness of
   our key third-party vendors (e.g., alarm service, paging networks,
   PSTN, facilities, utilities, etc.) and have fully documented their
   Year 2000 Readiness responses. We have made this assessment a
   priority. The Company continues to work with our primary vendors to
   monitor their Year 2000 readiness. Confirmations have been received
   from these vendors that plans have been implemented to address the
   Year 2000 challenge. Loomis, Fargo & Co.
 also relies upon numerous suppliers for electrical power and
   telecommunications transmission services used in the operation of
   its business. The Company has queried these vendors regarding their
   Year 2000 Readiness. All of our power and telecommunications vendors
   indicate that they will be Year 2000 Ready by the end of 1999. We
   have not received any indication of non-compliance, thus far, from a
   critical vendor or any status that would have a material adverse
   effect upon the Company or its operations. However, Loomis, Fargo
   & Co. is not able to independently verify the Year 2000
   readiness status of these external entities.

Risk Assessment and Contingency Planning

Contingency planning for Year 2000 - business continuity planning -
   is a necessity for corporate survival in 1999, 2000, and beyond. Our
   Company has identified the critical business processes that are
   important to minimize any material adverse interruption of our
   Company's systems and operations. We have established detailed
   procedures and complete contact lists that are designed to deal with
   any unanticipated disruptions.

Loomis, Fargo & Co.'s Year 2000 Program will continue to use
   best practices, due diligence, and good business judgement to
   identify and contain the likelihood of any material Year 2000
   associated problems.

Year 2000 Forward-Looking Statements

The foregoing Year 2000 discussion contains "forward-looking
   statements" within the meaning of the Private Securities
   Litigation Reform Act of 1995. Such statements, including without
   limitation, anticipated costs and the dates by which the Company
   expects to complete certain actions, are based on management's best
   current estimates, which were derived utilizing numerous assumptions
   about future events, including the continued availability of certain
   resources, representations received from third parties and other
   factors. However, there can be no guarantee that these estimates
   will be achieved, and actual results could differ materially from
   those anticipated. Specific factors that might cause such material
   differences include, but are not limited to, the ability to identify
   and remediate all relevant IT and non-IT systems, results of Year
   2000 testing, adequate resolution of Year 2000 issues by businesses
   and other third parties who are service providers, suppliers or
   customers of the Company, unanticipated system costs, the adequacy
   of and ability to develop and implement contingency plans and
   similar uncertainties. The "forward-looking statements"
   made in the foregoing Year 2000 discussion speak only as of the date
   on which such statements are made, and the Company undertakes no
   obligation to update any forward-looking statement to reflect events
   or circumstances after the date on which such statement is made or
   to reflect the occurrence of unanticipated events.



|PART II OTHER INFORMATION              
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|                                       
|Item 6 Exhibits and Reports on Form 8-K
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|(a)                                    
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|(b)                                    
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
   1934, as amended, the co-registrants have duly caused this report to
   be signed on their behalf by the undersigned, thereunto duly
   authorized.



| | Loomis, Fargo & Co. (Delaware)    
| | ----------------------------------
| | LFC Holding Corporation           
| | Loomis, Fargo & Co. (Texas)       
| | Loomis, Fargo & Co. of Puerto Rico



|Date: November 10, 1999 | By: | /s/ James K. Jennings, Jr.                                             
|----------------------- | --- | -----------------------------------------------------------------------
|                        |     | James K. Jennings, Jr.                                                 
|                        |     | Executive Vice President and Chief Financial Officer                   
|                        |     | (Principal Financial and Accounting Officer of the
     Co-registrants)
|                        |     |