<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549
                                           
                                      FORM 10-Q

(Mark One)
    
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES ACT OF 1934

For the quarterly period ended OCTOBER 31, 1996
    
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES AND EXCHANGE ACT OF 1934 

For the transition period from               to            

Commission file number 0-26040

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

         DELAWARE                                             36-3501869
(State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)

  11350 RANDOM HILLS ROAD, SUITE 240
           FAIRFAX, VIRGINIA                                 22030
(Address of principal executive offices)                   (Zip Code)


                                    (703) 359-9333
                 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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 

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

        Class                                 Outstanding at December 12, 1996
        -----                                 --------------------------------
Common Stock, $.01 par value                             5,175,123

                                      1

<PAGE>


                           COMPUTER LEARNING CENTERS, INC.

                                        INDEX

                                                                  PAGE
PART I - FINANCIAL INFORMATION


ITEM 1.  Financial Statements.

            Consolidated Balance Sheets.                              3

            Consolidated Statement of Operations                      4

            Consolidated Statements of Cash Flows.                    5


            Notes to Consolidated Financial Statements.               6


ITEM 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations.            6


PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings                                           13

ITEM 2.  Changes in Securities.                                      13

ITEM 3.  Defaults Upon Senior Securities                             13

ITEM 4.  Submission of Matters to a Vote of Security  Holders        13

ITEM 5.  Other Information                                           13

ITEM 6.  Exhibits and Reports on Form 8-K.                           13


SIGNATURES                                                           14



                                            2


<PAGE>


                           COMPUTER LEARNING CENTERS, INC.
                             CONSOLIDATED BALANCE SHEETS
               (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                              October 31, 1996    January 31,1996
                                              -----------------   ---------------
                                                 (unaudited)
<S>                                                <C>           <C>
ASSETS:
Current assets:
  Cash and cash equivalents                            $25,893    $8,260
  Accounts receivable, net of allowance for doubtful 
   accounts of $1,814 and $1,507, respectively          22,502    19,095
  Prepaid expenses and other current assets              3,440     2,280
                                                       -------    ------
      Total current assets                              51,835    29,635
                                                       -------    ------

Fixed assets, net                                        8,363     4,434
Intangible assets, net                                   3,138     3,410
Other long-term assets                                   4,627     2,329
                                                       -------   -------
       Total assets                                    $67,963   $39,808
                                                       -------   -------
                                                       -------   -------

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current liabilities:
  Trade accounts payable                                $2,966      $958
  Accrued employee costs                                 2,071     1,333
  Accrued other expenses                                 2,220     1,968
  Deferred revenues                                     23,669    16,834
                                                        ------    ------
      Total current liabilities                         30,926    21,093
                                                        ------    ------
                                                        ------    ------

Other long-term liabilities                              2,162     1,559
                                                         -----    ------
      Total liabilities                                 33,088    22,652
                                                        ------    ------
                                                        ------    ------

Stockholder's equity:
  Common stock, $.01 par value, 10,000,000 authorized 
  shares; 5,079,338 and 4,329,515 issued and 
  outstanding shares, respectively                          51        43
  Additional paid-in capital                            28,986    15,749
  Less --  subscription note receivable for 
  9,214 and 70,649 common shares at $9.43 per share        (87)     (666)
  Net unrealized gain on securities available for sale     240       211
  Retained earnings                                      5,685     1,819
                                                         -----     -----
      Total stockholders' equity                        34,875    17,156
                                                        ------    ------
      Total liabilities and stockholders' equity       $67,963   $39,808
                                                       -------   -------
                                                       -------   -------
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.

                                       3


<PAGE>

                           COMPUTER LEARNING CENTERS, INC.
                        CONSOLIDATED STATEMENTS OF OPERATIONS
                  (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                     (UNAUDITED)

<TABLE>
<CAPTION>                                       For the three-month                For the nine-month
                                              period ended October 31,         period ended October 31,
                                            ----------------------------       ----------------------------
                                              1996                1995           1996                1995
                                            --------            --------       --------            --------
<S>                                         <C>                 <C>            <C>                 <C>
REVENUES                                     $16,888             $12,363        $45,871             $33,907

Costs and expenses:                            
  Cost of instruction and services             9,317               6,654         25,103              19,151
  Selling and promotional                      3,156               2,148          8,215               5,983
  General and administrative                   1,363               1,019          4,038               2,795
  Provision for doubtful accounts                747                 790          2,031               2,108
  Amortization of intangibles                     91                  91            272                 272
                                             -------             -------        -------             -------
                                              14,674              10,702         39,659              30,309

Income before interest                         2,214               1,661          6,212               3,598
Interest (income) expense, net                  (183)                (71)          (397)                185
                                             -------             -------        -------             -------
Income before income taxes and
  discontinued operations                      2,397               1,732          6,609               3,413
Provision for income taxes                       995                 729          2,743               1,501
                                             -------             -------        -------             -------
Income from continuing operations 
 before discontinued operations                1,402               1,003          3,866               1,912
Loss from discontinued operations,
  net of applicable income tax                    --                  --             --              (1,168)
                                             -------             -------        -------             -------
Net income                                    $1,402              $1,003         $3,866              $  744
                                             -------             -------        -------             -------
                                             -------             -------        -------             -------
Earnings (loss) per share:
Income per share from continuing 
  operations; (Pro forma--for the 
  nine month period ended October 31, 
  1995)                                        $0.28               $0.23          $0.81               $0.53
Pro forma loss per share from discontinued
  operations                                   $  --               $  --          $  --              $(0.32)
                                             -------             -------        -------             -------
Net income per share; (Pro forma--for the
  nine month period ended October 31,        
  1995)                                        $0.28               $0.23          $0.81               $0.21
                                             -------             -------        -------             -------
                                             -------             -------        -------             -------
Weighted average number of shares
  outstanding; (Pro forma--for the         
  nine month period ended October 31,      
  1995)                                    4,955,182           4,433,475      4,746,837           3,599,527
                                           ---------           ---------      ---------           ---------
                                           ---------           ---------      ---------           ---------
Supplemental pro forma income per share
  from continuing operations                                                                          $0.48
                                                                                                      -----
                                                                                                      -----
Supplemental pro forma weighted average
  number of shares outstanding                                                                    4,274,934
                                                                                                  ---------
                                                                                                  ---------
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.

                                       4

<PAGE>

                           COMPUTER LEARNING CENTERS, INC.
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (DOLLARS IN THOUSANDS)
                                     (UNAUDITED)

<TABLE>
<CAPTION>                                           For the nine month period ended October 31,
                                                    --------------------------------------
                                                              1996               1995
                                                              ----               ----
<S>                                                     <C>                   <C>
Cash flows from operating activities:
  Net income                                                    $3,866             744
  Adjustments to reconcile net income to
  cash provided by operating activities:
     Provision for doubtful accounts                             2,031           2,108
     Depreciation                                                1,684           1,004
     Amortization of intangibles and other assets                  272             272

  Changes in net assets and liabilities:
     Accounts receivable                                        (5,438)         (3,941)
     Prepaid expenses and other current assets                  (1,073)            (26)
     Net assets of discontinued operations                         --            1,258
     Other long-term assets                                     (2,298)           (173)
     Trade accounts payable                                      2,008             458
     Accrued employee costs                                        738             323
     Accrued other expenses                                        842            (327)
     Deferred revenues                                           6,835           3,397
     Other long-term liabilities                                   603             273
                                                                 ------          -----
       Cash provided by operating activities                    10,070           5,370
                                                                ------           -----

  Cash flows from investing activities:
     Capital expenditures                                       (5,613)         (1,518)
     Product development                                           (58)            (61)
     Perkins matching contributions                                 --             (82)
     Decrease in restricted cash                                    --             700
                                                                -------          -----
       Cash used for investing activities                       (5,671)           (961)
                                                                ------           -----

  Cash flows from financing activities:
     Borrowing from long-term debt                                 --            9,694
     Repayments of long-term debt                                  --          (26,594)
     Net proceeds from issuance of stock                         9,954          14,847
     Exercise of stock options                                   2,701              67
     Redemption of subscription note receivable                    579             --
                                                                 -----          ------
         Cash provided by (used for) financing activities       13,234          (1,986)
                                                                ------          -------
  Net increase in cash and cash equivalents                     17,633           2,423
                                                                ------           -----
  Cash and cash equivalents, beginning of period                 8,260           4,753
                                                                 -----         -------

  Cash and cash equivalents, end of period                     $25,893          $7,176
                                                               -------         -------
                                                               -------         -------
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.

                                       5

<PAGE>

                           COMPUTER LEARNING CENTERS, INC.
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

1.  The Consolidated Financial  Statements as of and for the three month and 
nine month periods ended October 31, 1996 and 1995 have not been audited.  
However, the financial information reflects all adjustments, consisting only
of normal recurring adjustments, that are, in the opinion of management, 
necessary for a fair statement of the results for the interim periods 
presented.

2.  These Consolidated Financial Statements should be read together with the 
fiscal year 1996 audited financial statements set forth in Computer Learning 
Centers, Inc.  Annual Report on Form 10-K filed with the Securities and
Exchange Commission.

3.  On October 8, 1996, the Company completed a public offering of 1,134,784 
shares of the Company's Common Stock at a price of $25.75 per share. The 
Company received total net proceeds, after deduction of estimated expenses
and underwriting discounts and commissions payable by the Company, of 
approximately $10.0 million from the sale of 434,783 shares.  In connection 
with the offering, the Company also received approximately $2.1 million from the
exercise of options to purchase 203,784 shares of Common Stock and 
approximately $579,000 for  61,434 shares of Common Stock issued upon payment 
of subscription notes receivable of certain stockholders.  The remaining 
434,783 shares were sold by certain Selling Stockholders, and the Company 
did not receive any proceeds from the sale of those shares.

    On November 7, 1996, the Company sold 65,217 shares of Common Stock 
pursuant to the Underwriters exercise of an overallotment option.  The 
Company received total net proceeds, after deduction of estimated expenses and
underwriting discounts and commissions payable by the Company, of 
approximately $1.6 million  from the sale of such shares.  In connection 
with the offering, the Company also received approximately $313,000
from the exercise of options to purchase 30,568 shares of Common Stock and 
approximately $87,000 for 9,214 shares of Common Stock issued upon 
payment of subscription notes receivable of certain stockholders.

4.  Earnings per common and common equivalent share (pro forma for nine months
ended October 31, 1995) is computed using the weighted average number of 
common stock and common equivalent shares outstanding during the period.  
Common equivalent shares consist of stock  options issued under various 
benefit plans.  The treasury stock method was used to measure the dilutive 
effect and common equivalent shares were determined using the weighted
average market price.

5.  Supplemental pro forma income per share from continuing operations is 
equal to supplemental pro forma income from continuing operations divided 
by the supplemental pro forma weighted average number of shares outstanding.
Supplemental pro forma income from continuing operations is derived by 
adjusting historical income from continuing operations to give effect to 
the reduction of interest expense.

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

    This report on Form 10-Q contains forward-looking statements.  For this 
purpose, any statements contained herein that are not statements of historical 
fact may be deemed to be forward-looking statements.  Without limiting the
foregoing, the words "believes", "anticipates", "plans", "expects" and similar
expressions are intended to identify forward-looking statements.  There are a 
number of important factors that could cause the Company's actual results to
differ materially from those indicated by such forward-looking  statements.  
These factors include, without limitation, those set forth below under the 
caption "Certain Factors That May Affect Future Results."


                                       6
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth consolidated statement of operations data of the 
Company expressed as a percentage of net revenues for the periods indicated:

<TABLE>
<CAPTION>
                                 For the Three Months Ended    For the Nine Months Ended
                                          October 31                 October 31
                                 --------------------------    -------------------------
                                   1996        1995           1996       1995
<S>                                <C>         <C>           <C>        <C>
Revenues                           100.00%    100.00%        100.00%    100.00%

Costs and expenses:
    Instruction cost and services     55.2      53.8           54.7      56.5
    Selling and promotional           18.7      17.4           17.9      17.7
    General and administrative         8.1       8.2            8.8       8.2
    Provision for  doubtful accounts   4.4       6.4            4.5       6.2
    Amortization of intangible         0.5       0.8            0.6       0.8
                                      ----      ----           ----      ----
Total costs and expenses              86.9      86.6           86.5      89.4
                                      ----      ----           ----      ----
                                      ----      ----           ----      ----
Income before interest                13.1      13.4           13.5      10.6
Interest (income) expense, net        (1.1)     (0.6)          (0.9)      0.6
                                      ----      ----           ----      ----
Income from continuing operations
    before income taxes               14.2      14.0           14.4      10.0
Provision for taxes                    5.9       5.9            6.0       4.4
                                      ----      ----           ----      ----
Income from continuing operations      8.3%      8.1%           8.4%      5.6%
                                      ----      ----           ----      ----
                                      ----      ----           ----      ----
</TABLE>

THREE MONTHS ENDED OCTOBER 31, 1996 COMPARED WITH THE THREE 
MONTHS ENDED OCTOBER 31, 1995.

Revenues increased by 36.3% to $16.9 million in the third quarter of 1996 
from $12.4 million in the third  quarter of 1995 due primarily to an increase 
in enrollments from 1995 to 1996,  the growing popularity of the Company's 
longer programs, including Associate Degree programs, and the continuing 
enrollment growth at four new Learning Centers. Revenues from Advantec 
Institute ("AI"), formerly Professional Development Services,  increased  
175% to $874,000 in the third quarter of 1996 from $318,000 in  the third 
quarter of 1995 due primarily to an increase in the number of students 
trained and students being trained in longer and higher tuition value programs.
                                           
Student enrollment for the quarter ended October 31, 1996 was  2,574, a  
25.8% increase from the third quarter of 1995.  Student enrollment at all 
of the Company's Learning Centers which have been open for more than one year
increased 11.0%, yielding an increase in same Center student population of 
13.2%.  Ending student population at October  31, 1996 and 1995 was 5,937 
and 4,790 respectively, an increase of 23.9%.
                                           
Instruction costs and services increased by 38.8% to $9.3 million in third 
quarter of 1996 from $6.7 million in the third quarter of 1995  primarily due 
to the direct costs necessary to support the increase in the student 
population and the opening of four new Learning Centers.  These direct costs 
consist primarily of faculty and staff compensation and related benefits, and 
facilities costs including rent and depreciation. During the third quarter 
the Company accelerated depreciation in the amount of $243,000 relating to 
software and hardware utilized exclusively for administrative purposes. The 
Company has determined that the software and hardware will not be 
incorporated into the new administrative system currently under development. 
Instruction costs and services as a percentage of revenue increased to 55.2% 
in the third quarter of 1996 from 53.8% in the third quarter of 1995.


                                       7

<PAGE>
Selling and promotional expenses increased by 52.4% to $3.2 million in the 
third quarter of 1996 from $2.1 million in the third quarter of 1995 due 
primarily to increased marketing and advertising to support the growth in 
enrollments. The increase relates primarily to the four new Learning Centers 
operating in the third quarter of 1996 which accounted for $538,000 or  
48.9% of the increase in selling and promotional expenses.  For the quarter 
ended October 31, 1996, the Company completed additional commericals which 
totaled $68,000.  Selling and promotional expenses as a percentage of 
revenues increased to 18.7% in the third quarter of 1996 from 17.4% in the 
third quarter of 1995.

General and administrative expenses increased 40.0% to $1.4 million in the 
third quarter 1996 from $1.0 million in the third quarter of 1995,  due 
primarily to increased number of personnel and increases in salaries and 
related benefits associated with supporting the growth of the business.  On 
June 11, 1996, the Company paid $17,079 to the Department of Education as a 
result of a program review previously conducted by the Department of 
Education.  On September 19, 1996, the Company received notification from the 
Department of Education that all liabilities associated with this program 
review have been satisfied. The Company reversed the remaining reserve of 
$125,000 resulting in a reduction of general and administrative expenses in 
the third quarter of 1996.  General and administrative expense as a 
percentage of revenues equaled 8.1% in the third quarter of 1996 compared to 
8.2% in the third quarter of 1995.

Provision for doubtful accounts decreased by 5.4% to $747,000 in the third 
quarter of 1996 from $790,000 in the third quarter of 1995.  Provision for 
doubtful accounts as a percentage of revenues equaled 4.4% in the third 
quarter of 1996 compared to 6.4% in third quarter of 1995.  This decrease is 
primarily the result of improved financial aid processing and improved credit 
and collection activities. 

Amortization of intangibles equaled $91,000 in the third quarter of 1996 and 
1995 as there has been no change in the gross amount of the Company's only 
remaining intangible asset.  The asset consists of the Department of 
Education certifications, which have a remaining life of approximately nine 
years.

The Company realized net interest income of $183,000 in the third quarter of 
1996, compared to $71,000 in the third quarter of 1995 primarily as a result 
of the interest generated by invested cash balances associated with the 
proceeds of the Company s public offerings.

NINE MONTHS ENDED OCTOBER 31, 1996 COMPARED WITH THE NINE MONTHS ENDED 
OCTOBER 31, 1995

Revenues increased by 35.4% to $45.9 million for the nine months ended 
October 31, 1996 from $33.9 million for the comparable period of the prior 
year due primarily to an increase in enrollments at the Company's existing 
Learning Centers, the opening of four new Learning Centers during the period, 
and the growing popularity of the Company's longer programs including 
Associate Degree programs.  Revenues from AI increased 112.8% to $1.8 million 
for the nine months ended October 31, 1996 from$ 846,000 for the comparable 
period of the prior year due primarily to an increase in the number of 
students trained and students attending higher tuition programs.

Student enrollment for the nine months ended October 31, 1996 was 6,668, a 
29.2% increase from the comparable period for  the prior year.  Student 
enrollment at all of the Company's Computer Learning Centers which have been 
open for more than one year increased 15.6%, yielding an increase in same 
Center student population of 13.2%.  

Costs of instruction and services increased by 30.7% to $25.1  million for 
the nine months ended October 31, 1996 from $19.2 million for the comparable 
period of the prior year due primarily to the direct costs necessary to 
support the increase in the student population and the opening of four new 
Learning Centers.  These direct costs consist primarily of faculty and staff 
compensation and related benefits and facilities costs, including rent and 
depreciation.  Cost of instruction and services as a percentage of revenues 
decreased to 54.7% for the nine months  ended October  31, 1996 from 56.5% 
for the prior year due to greater revenues being spread over the fixed costs 
related to instructional services.

Selling and promotional expenses increased by 36.7% to $8.2 million for the 
nine months ended October 31, 1996 from $6.0 million for the comparable 
period of the prior year due primarily to increased marketing and advertising 
to support the growth in enrollments and as a result of having four new 
Learning Centers operating in 1996 versus one new Learning Center opened 
during the comparable period in the previous year.  These four new Centers 
accounted for $1.3 million  or  59.1% of the increase in selling and 
promotional expenses.  For the nine months  ended October  31, 1996 and 1995, 
the Company completed production of additional television commercials and 
related marketing activities, which totaled 


                                       8
<PAGE>

$68,000 and $298,000 respectively.  The Company anticipates incurring a 
similar level of these expenses in the fourth quarter of 1996.  Selling 
and promotional expenses as a percentage of revenues increased to 
17.9% for the nine months ended October 31, 1996 from 17.7% for the 
comparable period of the prior year.  

General and administrative expenses increased 42.9% to $4.0 million 
for the nine months ended October 31, 1996 from $2.8 million for the 
comparable period of the prior year, due primarily to increased number 
of personnel and increases in salaries and related benefits associated 
with supporting the growth of the business as well as performance based 
incentive compensation expense. General and administrative expense as a 
percentage of revenues equaled 8.8% for the nine months ended October 31, 
1996 compared to 8.2% for the comparable period of the prior year.

Provision for doubtful accounts decreased by 4.8% to $2.0 million for the 
nine months ended October 31, 1996 from $2.1 million  for the comparable 
period of the prior year.  Provision for doubtful accounts as a percentage of 
revenues equaled 4.4% for the nine months ended October 31, 1996 compared to 
6.2% for the comparable period of the prior year.  This is primarily the 
result of improved financial aid processing and improved credit and 
collection activities. During the nine months ended October 31, 1996,  the 
Company  also received approval to participate in the Federal Title IV 
financial aid programs  at three of the four new Learning Centers.

Amortization of intangibles equaled  $272,000 for the nine months ended 
October 31, 1996, and 1995 as there has been no change in the gross amount of 
the Company's only remaining intangible asset.  The asset consists of the 
Department of Education certifications, which have a remaining life of 
approximately nine years.

The Company realized net interest income of $397,000 for the nine months 
ended October 31, 1996, compared to net interest expense of $185,000 for the 
comparable period of the prior year primarily as a result of the 1996 
interest generated by invested cash balances and the 1995 repayment of debt 
from the proceeds of the initial public offering.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash and cash equivalents increased by $17.6 million for the 
nine month period ended October  31, 1996.  Cash generated from operations in 
the first nine months of 1996 as compared to the prior year period 
increased by approximately $4.7 million due primarily to the difference in 
net income for the comparable periods. Excluding cash flow provided by 
discontinued operations, cash provided from continuing operations would have 
increased by approximately $ 4.8 million in 1996 versus 1995.  Capital 
expenditures increased to $5.6 million in 1996 from $1.5 million in 1995 
primarily as a result of financing leasehold improvements and purchasing the 
necessary capital equipment for four new Learning Centers opened during the 
first nine months of 1996. 

On October 8, 1996, the Company completed a public  offering of 1,134,784 
shares of the Company s Common Stock at a price of $25.75 per share.   The 
Company received total net proceeds, after deduction of estimated expenses 
and underwriting discounts and commissions payable by the Company, of 
approximately $10.0 million from the sale of 434,783 shares.  In connection 
with the offering, the Company also received approximately $2.1 million from 
the exercise of options to purchase 203,784 shares of Common Stock and 
approximately $579,000 for 61,434 shares of Common Stock issued upon payment 
of subscription notes receivable of certain stockholders.  The remaining 
434,783 shares were sold by certain Selling Stockholders, and the Company 
did not receive any proceeds from the sale of those shares.

STUDENT LOAN DEFAULTS

On September 27, 1996, the Company received notification from the U.S. 
Department of Education ("DOE") that its Chicago Learning Center was 
unsuccessful in its appeal of the 1991 and 1993 student cohort default rates 
and as a result was terminated from the Title IV Federal Family Education 
Loan ("FFEL") and the Federal Pell Grant ("Pell") programs.  The loss of 
eligibility affects only the Chicago Learning Center, which accounted for 
approximately 11% of the Company's revenues for fiscal 1996.

The Company's Chicago Learning Center remains eligible to participate in the 
Federal Supplemental Educational Opportunity Grant ("FSEOG") program and the 
Federal Perkins ("Perkins") loan program.  The Company was also notified that 
it may apply to restore eligibility in the FFEL program October 1, 1997.  The 
federal law which requires institutions to cease participation in the Pell 
Grant program if it exceeds the cohort default rate limits for participation 
in the FFEL programs expires on June 30, 1997, and the Company plans to seek 
resumption of the Pell Grant program participation immediately thereafter.


                                        9


<PAGE>


On October 7, 1996, the Company initiated legal action against the DOE to 
compel the DOE to recognize the Chicago Learning Center's 1994 cohort default 
rate of 20.1% as representing the most recent cohort default rate data.  The 
DOE issued the 1994 rate to the Chicago Learning Center in February 1996 and 
again in June 1996, but maintains that the rate is not final until published 
by the Secretary of Education later this year.  Use of the 1994 cohort 
default rate would mean that the Learning Center's three most recent cohort 
default rates were not over 25%, thereby restoring the Chicago Learning 
Center's eligibility to the FFEL and Pell Grant Programs.

The Company is also challenging the DOE's denial of the Chicago Learning 
Center's appeal, which was based on errors in the servicing of student loans 
by lenders and guaranty agencies.  Under federal law, improperly serviced 
student loans may not be charged against an institution's calculated cohort 
default rate.  

The Company cannot predict either the outcome or timing of the litigation 
referred to above and there can be no assurance that the Company will prevail 
in such litigation.

The Company has also received the FY 1994 preliminary cohort default rate for 
the Philadelphia Learning Center of 27.6%.  If the Philadelphia Learning 
Center's final FY 1994 cohort default rate is published at 25% or higher, it 
would result in three consecutive years of default rates that exceed the 25% 
threshold, and the Company currently anticipates that it would appeal the 
accuracy of the FY 1994 cohort default rate.  If the ultimate resolution of 
such appeal were unfavorable, the Philadelphia Learning Center's eligibility 
to participate in the FFEL programs would be terminated. The Department of 
Education has decided the appeals of the Philadelphia Learning Center's FY 
1992 and FY 1993 cohort default rates, each of which remains above 25%.  The 
Company cannot predict when the Department of Education might publish the 
final FY 1994 cohort default rate.  The Philadelphia Learning Center 
accounted for approximately 16.7% of the Company's revenues for fiscal 1996.  
If the Philadelphia Learning Center loses its eligibility to participate in 
some or all of the Title IV Programs, such loss would have a material adverse 
effect on the Company.

CERTAIN FACTORS THAT MAY AFFECT FUTURE RESULTS

The following factors, among others, could cause actual results to differ 
materially from those contained in forward looking statements made in this  
Report on Form 10-Q and presented elsewhere by management from time to time.

POTENTIAL ADVERSE EFFECTS OF REGULATION

As educational institutions that participate in various federal and state 
financial aid programs, the Company and the Learning Centers are subject to 
extensive governmental regulation. In particular, the Higher Education Act of 
1965, as amended (the "HEA"), and the regulations promulgated thereunder, 
subject the Company, the Learning Centers and all other higher education 
institutions eligible to participate in the various Title IV Programs to 
significant regulatory scrutiny. The termination or material limitation of 
the ability of the Company or any of the Learning Centers to participate in 
the Title IV Programs would have a material adverse effect on the Company. 

Because certain statutory and regulatory provisions impose significant 
requirements on the Company and the Learning Centers and because the agency 
administering these regulations, the DOE has not fully developed 
administrative interpretations of certain of the statutory and regulatory 
provisions, it is not clear how the requirements imposed by statute and 
regulations will be applied and interpreted. In addition, changes in or new 
interpretations of the HEA, its implementing regulations or other applicable 
laws, rules or regulations could have a material adverse effect on the 
accreditation, authorization to operate in various states, permissible 
activities or costs of doing business of the Company or one or more of the 
Learning Centers. The failure to maintain or renew any required regulatory 
approvals, accreditations or authorizations by the Company or any of the 
Learning Centers would have a material adverse effect on the Company.

The violation of federal requirements governing participation in the Title IV 
Programs or of state or accrediting agency requirements governing the 
provision of educational services by the Company or any Learning Center could 
result in the restriction or loss by the Company or a Learning Center of its 
ability to participate in government funding programs or to offer education 
and training programs. Any such loss or restriction would have a material 
adverse effect on the Company. Furthermore, current statutes or regulations 
or statutory or regulatory standards that become effective in the future may 
be applied or interpreted by the government in ways that will delay or change 
the Company's expansion plans or otherwise adversely affect the operation of 
the Learning Centers and their participation in the Title IV Programs. In 
addition, all government-provided student financial aid programs, including 
the Title IV Programs, are subject to the effects of federal and state 
budgetary processes and the possible elimination or consolidation of the 
DOE and there can be no assurance that government funding for the 
financial aid programs in which the Company's students participate will 
continue to be available or be maintained at current levels. The loss of 
funding or a reduction in funding levels for the Title IV Programs would have 
a material adverse effect on the Company. 

                                       10

<PAGE>


CONTROL BY GENERAL ATLANTIC ENTITIES; POTENTIAL ADVERSE REGULATORY EFFECTS OF 
CHANGE OF CONTROL

General Atlantic Corporation and certain of its affiliates (the "General 
Atlantic Entities") currently own approximately 24.7% of the Company's Common 
Stock.  Consequently, the General Atlantic Entities have significant 
influence over the policies and affairs of the Company and are in a position 
to determine the outcome of corporate actions requiring stockholder approval, 
including the election of directors, the adoption of amendments to the 
Company's Amended and Restated Certificate of Incorporation and the approval 
of mergers and sales of the Company's assets.  Because of the control 
position of the General Atlantic Entities, any disposition of Common Stock by 
the General Atlantic Entities or issuance of stock by the Company that 
results in a loss of control by the General Atlantic Entities may have 
material adverse consequences for the Company under applicable federal and 
state regulations and accrediting agency requirements, including potential 
loss of eligibility to participate in the Title IV Programs. Upon a change in 
ownership resulting in a change of control of the Company, as defined in the 
HEA's and the DOE's regulations, each Learning Center would lose its 
eligibility to participate in the Title IV Programs for an indeterminate 
period of time while it applies to regain eligibility, with the likely loss 
of a portion of its Title IV funding during the re-approval period. A change 
of control also would have significant regulatory consequences for the 
Company at the state level and could affect the accreditation of the Learning 
Centers. 

COMPETITION

The postsecondary adult education and training market is highly fragmented, 
with no single institution or company holding a dominant market share. The 
Company competes for students with vocational and technical training schools, 
degree-granting colleges and universities, continuing education programs and 
commercial training programs.  Certain public and private colleges may offer 
programs similar to those of the Learning Centers at a lower tuition cost due 
in part to government subsidies, foundation grants, tax-deductible 
contributions or other financial resources not available to proprietary 
institutions. 

DEPENDENCE ON NEW PROGRAMS; RISKS ASSOCIATED WITH CHANGES IN TECHNOLOGY 
AND GROWTH

The market for the Company's programs and services is characterized by 
rapidly-changing requirements and characteristics, and the Company's ability 
to develop and offer new programs and services and to open new locations is 
subject to extensive state and federal regulation and accrediting agency 
requirements. If the Company is unable, for financial, regulatory or other 
reasons, to develop and offer new programs and services in a timely manner in 
response to changes in the industry, or if programs and services offered by 
the Company fail to gain or maintain widespread commercial acceptance, the 
Company's business may be materially and adversely affected.

The Company offers training programs and services for rapidly-changing 
information technology. The introduction of information products embodying 
new technologies and the emergence of new information system standards or 
services may adversely affect the Company's ability to market its programs 
and services. This may require the Company to make substantial expenditures 
to develop new programs and services and to acquire new faculty, equipment 
and facilities. If the Company is unable, for financial, regulatory or other 
reasons, to make those expenditures or acquisitions, the Company's business 
may be materially and adversely affected.  

The Company's ability to meet its future operating and financial goals will 
depend upon the Company's ability to successfully implement its growth 
strategy, which will include the introduction of new locations as well as the 
potential acquisition of assets and programs complementary to the Company's 
operations. The Company's success in this area will depend on its ability to 
successfully integrate such new locations, assets and businesses. There can 
be no assurance that the Company will be able to effectively implement or 
manage expansion, and any failure to manage growth effectively or any delays 
in expansion would have a material adverse effect on the Company's business 
and results of operations.

DEPENDENCE UPON KEY EMPLOYEES

The Company's success depends to a significant extent upon the continued 
service of its executive officers and other key personnel. None of the 
Company's executive officers or key employees is subject to an employment or 
non-competition agreement. The loss of the services of any of its executive 
officers or other key employees could have a material adverse effect on the 
Company. The Company's future success will depend in part upon its continuing 
ability to attract and retain highly qualified personnel. There can be no 
assurance that the Company will be successful in attracting and retaining 
such personnel. 


                                       11

<PAGE>

GENERAL

Because of these and other factors, past financial performance should not be 
considered an indicator of future performance.  Investors should not use 
historical trends to anticipate future results and should be aware that the 
trading price of the Company's Common Stock may be subject to wide 
fluctuations in response to quarter-to-quarter variations in operating 
results, general conditions in the education and training industry, changes 
in earnings estimates and recommendations by analysts or other events.




















                                       12

<PAGE>

                         PART II -- OTHER INFORMATION

ITEM 1.   Legal Proceedings.

On October 7, 1996, the Company initiated legal action against the DOE to 
compel the DOE to recognize the Chicago Learning Center's 1994 cohort default 
rate of 20.1% as representing the most recent cohort default rate data.  The 
DOE issued the 1994 rate to the Chicago Learning Center in February 1996 and 
again in June 1996, but maintains that the rate is not final until published 
by the Secretary of Education later this year.  Use of the 1994 cohort 
default rate would mean that the Learning Center's three most recent cohort 
default rates were not over 25%, thereby restoring the Chicago Learning 
Center's eligibility to the FFEL and Pell Grant Programs.


The Company is also challenging the DOE's denial of the Chicago Learning 
Center's appeal, which was based on errors in the servicing of student loans 
by lenders and guaranty agencies.  Under federal law, improperly serviced 
student loans may not be charged against an institution's calculated cohort 
default rate.  On December 9, 1996 the Department of Education filed a 
cross-motion for partial summary judgement.  CLC must file reply briefs 
and cross motions by December 20, 1996.


The Company cannot predict either the outcome or timing of the litigation 
referred to above and there can be no assurance that the Company will prevail 
in such litigation.

ITEM 2.  Changes in Securities.
            Not applicable.

ITEM 3.  Defaults Upon Senior Securities.
            Not applicable.

ITEM 4.  Submission of Matters to a Vote of Security Holders.
            Not applicable.

ITEM 5.  Other Information.
            Not applicable.

ITEM 6.  Exhibits and Reports on Form 8-K.
            (a)  Exhibits

                 A list of exhibits required to be filed as part of this 
                 report is set forth in the Index to Exhibits, which 
                 immediately precedes such exhibits and is incorporated 
                 herein by reference.

            (b)  Reports on Form 8-K

                 Report Date    Event reported
                 9/30/96        Computer Learning Centers, Inc. announces 
                                Chicago Learning Center's regulatory decision.











                                       13

<PAGE>
                                      SIGNATURES

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

                                  COMPUTER LEARNING CENTERS, INC.


                                  By:

                                     Charles L. Cosgrove
                                     VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                                     (PRINCIPAL FINANCIAL OFFICER)

Date:  December 16, 1996











                                       14


<PAGE>

                                INDEX TO EXHIBITS
-----------------------------------------------------------------------------
<TABLE>
<CAPTION>

Exhibit No. Filing      Description                        Page No. In This Filing
-----------------       -----------                        -----------------------
<S>                     <C>                                <C>

      3.1            Second Amended and Restated           Incorporated by reference to
                     Certificate of Incorporation          Exhibit 3.3 of the Registrant's
                     of the Registrant.                    Report on Form 10-Q filed 
                                                           July 14, 1995 (the "Form 10-Q")

      3.2            Amended and Restated Bylaws           Incorporated by reference to
                     of the Registrant.                    Exhibit 3.4 of the Registrant's 
                                                           Form S-1 Registration Statement 
                                                           as amended, filed March 29, 1995 
                                                           (No. 33-90716)(the "Form S-1")

      4.1             Form of Certificate for Shares       Incorporated by reference to
                      of the Registrant's Common Stock.    Exhibit 4.1 of the Form S-1

     10.1             Office Space Lease, dated            Page 16.
                      September 17, 1996 and executed
                      September 17, 1996 by and 
                      between Gordon Properties and 
                      Gita Begin d/b/a Madison Office
                      Center and the Registrant.

     11.1             Statement re Computation of           Page 52.
                      Per Share Earnings


     27                Financial Data Schedule              Page 54.


</TABLE>



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