<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-Q/A

     (MARK ONE)
           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 2, 1998

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

  FOR THE TRANSITION PERIOD FROM _____________________ TO _____________________



                         COMMISSION FILE NUMBER: 0-27656

                        CHILDTIME LEARNING CENTERS, INC.
             (Exact Name Of Registrant As Specified In Its Charter)


            MICHIGAN                                       38-3261854
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation)    

                       38345 West Ten Mile Road, Suite 100
                        Farmington Hills, Michigan 48335
                    (Address of principal executive offices)


                                 (248) 476-3200
              (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 of 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 required for the past 90 days. Yes[X] No [ ]

     The number of shares of Registrant's Common Stock no par value per share,
outstanding at February 2, 1998 was 5,429,322.





                Total number of pages included in Form 10-Q/A: 15

                     Index to Exhibits is located on page 14





     This Amendment No.1 to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended January 2, 1998 is being provided to amend Items 1
and 2 to reflect the previously disclosed recognition of scheduled rent
increases on a straight-line basis over the term of the related lease.


                                                                               1
<PAGE>   2
          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY

                                      Index

                                   FORM 10-Q/A

                 For the Quarterly Period Ended January 2, 1998


<TABLE>
<CAPTION>

                                                                                                             Page
                                                                                                             Number
                                                                                                            --------
<S>                                                                                                          <C>
PART I.  FINANCIAL INFORMATION

     ITEM 1. Consolidated Financial Statements

                A. Consolidated Balance Sheet                                                                   3
                      January 2, 1998 and March 28, 1997

                B. Consolidated Statement of Income                                                             4
                      Twelve Weeks Ended January 2, 1998 and January 3, 1997
                      Forty Weeks Ended January 2, 1998 and January 3, 1997

                C. Consolidated Statement of Cash Flows                                                         5
                      Forty Weeks Ended January 2, 1998 and January 3, 1997

                D. Notes to Consolidated Financial Statements                                                 6-8

     ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations           9-12



PART II. OTHER INFORMATION

     ITEM 6. Exhibits, Reports on Form 8-K, Signatures                                                        13



SIGNATURES                                                                                                    13
</TABLE>






                                                                               2


<PAGE>   3
                                     PART I
                              FINANCIAL INFORMATION
                                FORM 10-Q/A No.1

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
                           Consolidated Balance Sheet


<TABLE>
<CAPTION>

                                                                                 JANUARY 2,             MARCH 28,
                                                                                   1998                   1997
                                                                                (UNAUDITED)
                                                                               (As Restated)          (As Restated)
                                                                              --------------          -------------
ASSETS
Current assets:
<S>                                                                            <C>                      <C> 
Cash and cash equivalents                                                      $  1,976,837             $  3,733,174
  Accounts receivable, less allowance for doubtful accounts of $ 215,000          3,505,038                1,956,105
  and $185,000, respectively                                                                             
  Prepaid expenses and other                                                      1,465,454                1,412,273
  Deferred income taxes                                                           1,005,000                  904,000
                                                                               ------------             ------------
    Total current assets                                                          7,952,329                8,005,552
                                                                               ------------             ------------
                                                                                                        
Land, buildings and equipment:                                                                          
  Land                                                                           10,220,000               10,220,000
  Buildings                                                                      19,612,695               19,504,681
  Vehicles, furniture and equipment                                               8,465,769                7,161,356
  Leasehold improvements                                                          5,578,553                5,296,298
                                                                               ------------             ------------
                                                                                                        
                                                                                 43,877,017               42,182,335
                                                                                                        
    Less accumulated depreciation and amortization                               (9,068,714)              (8,125,974)
                                                                               ------------             ------------
                                                                                 34,808,303               34,056,361
                                                                                                        
  Land held for disposal                                                            512,450                  594,450
                                                                               ------------             ------------
                                                                                 35,320,753               34,650,811
                                                                               ------------             ------------
                                                                                                        
Other noncurrent assets:                                                                                
  Intangible assets, net                                                         10,138,468                7,039,602
  Refundable deposits and other                                                     669,694                  590,472
                                                                               ------------             ------------
                                                                                                        
    TOTAL ASSETS                                                               $ 54,081,244             $ 50,286,437
                                                                               ============             ============
                                                                                                        
LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES:                                               
Current maturities of long-term debt                                           $    828,628             $    686,453
  Accounts payable                                                                1,101,231                1,271,001
  Accrued wages and payroll taxes                                                 2,036,330                1,940,409
  Accrued vacation                                                                  850,191                  807,729
  Other current liabilities                                                       2,395,809                2,568,012
                                                                               ------------             ------------
    Total current liabilities                                                     7,212,189                7,273,604
                                                                                                        
Long-term debt                                                                    2,366,901                1,585,599
Deferred rent liability                                                           1,307,692                1,000,000
Deferred income taxes                                                             3,461,000                3,498,000
                                                                               ------------             ------------
    Total liabilities                                                            14,347,782               13,357,203
                                                                               ------------             ------------
                                                                                                        
Common stock purchase warrant                                                     1,440,000                1,440,000
Commitments and contingencies                                                             -                        -
                                                                               ------------             ------------
                                                                                                        
Shareholders' equity:                                                                                   
  Common stock, 10,000,000 shares authorized, no par value; 5,227,811                                     
    issued and outstanding at January 2, 1998 and March 28, 1997                 29,363,816               29,363,816
  Preferred stock, 1,000,000 shares authorized, no par value; no shares                                   
    issued or outstanding                                                                 -                        -
  Subscriptions receivable                                                                -                   (3,441)
  Retained earnings                                                               8,929,646                6,128,859
                                                                               ------------             ------------
    Total shareholders' equity                                                   38,293,462               35,489,234
                                                                               ------------             ------------
                                                                                                        
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                   $ 54,081,244             $ 50,286,437
                                                                               ============             ============
</TABLE>


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



                                                                               3
<PAGE>   4
                              FINANCIAL INFORMATION
                                FORM 10-Q/A No.1

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
                        Consolidated Statement of Income
                                   (Unaudited)



<TABLE>
<CAPTION>

                                                    QUARTER-TO-DATE                              YEAR-TO-DATE
                                                  TWELVE WEEKS ENDED                           FORTY WEEKS ENDED
                                       ------------------------------------------   -------------------------------------------
                                           JANUARY 2,             JANUARY 3,            JANUARY 2,             JANUARY 3,
                                              1998                   1997                  1998                   1997
                                          (As Restated)          (As Restated)         (As Restated)          (As Restated)
                                       -------------------    -------------------   --------------------   --------------------

<S>                                       <C>                     <C>                     <C>                     <C>
Revenues                                  $ 21,544,549            $ 17,621,999            $ 71,611,951            $ 58,336,597  
Cost of revenues                            18,708,280              15,260,726              61,432,035              49,489,740
                                          ------------            ------------            ------------            ------------
     GROSS PROFIT                            2,836,269               2,361,273              10,179,916               8,846,857
                                                                                                                  
                                                                                                                  
Marketing expenses                             300,667                 285,193               1,001,877                 888,962
General and administrative expenses          1,411,537               1,220,104               4,603,879               4,097,070
                                          ------------            ------------            ------------            ------------
     OPERATING INCOME                        1,124,065                 855,976               4,574,160               3,860,825
                                                                                                                  
                                                                                                                  
Interest expense                                70,712                  35,281                 206,656                 107,928
Interest income                                (56,642)                (38,077)               (170,202)               (150,008)
Other income, net                               (6,796)                (92,475)                (18,081)               (305,115)
                                          ------------            ------------            ------------            ------------
     INCOME BEFORE INCOME TAXES              1,116,791                 951,247               4,555,787               4,208,020
                                                                                                                  
                                                                                                                  
Income tax provision (benefit)                 430,000                (232,000)              1,755,000               1,029,000
                                          ------------            ------------            ------------            ------------
                                                                                                                  
                                                                                                                  
     NET INCOME                           $    686,791            $  1,183,247            $  2,800,787            $  3,179,020
                                          ============            ============            ============            ============
                                                                                                            



Earnings per share:


     Basic                                $       0.13            $       0.22            $       0.52            $       0.59
                                          ============            ============            ============            ============


     Diluted                              $       0.13            $       0.22            $       0.51            $       0.59
                                          ============            ============            ============            ============

</TABLE>






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


                                                                               4

<PAGE>   5
                              FINANCIAL INFORMATION
                                FORM 10-Q/A No.1

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
                      Consolidated Statement of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                                                          YEAR-TO-DATE
                                                                                                       FORTY WEEKS ENDED
                                                                                              ---------------------------------
                                                                                               JANUARY 2,            JANUARY 3,
                                                                                                  1998                  1997
                                                                                             (As Restated)         (As Restated)
                                                                                              -----------           -----------
<S>                                                                                           <C>                   <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                               $ 2,800,787           $ 3,179,020
     Adjustments to reconcile net income to net
       cash provided by operating activities:
         Depreciation and amortization                                                          1,797,660             1,385,810
         Deferred rent liability                                                                  307,692               250,000
         Deferred income taxes                                                                   (138,000)             (885,000)
         Loss (Gains) on land, buildings and equipment                                             13,840                (1,927)
     Changes in assets and liabilities providing (consuming) cash:
         Accounts receivable                                                                   (1,548,933)           (1,025,739)
         Prepaid expenses, refundable deposits and other assets                                   (53,182)               (2,633)
         Accounts payable, accruals and other current liabilities                                (220,389)             (326,745)
                                                                                              -----------           -----------

     Net cash provided by operating activities                                                  2,959,475             2,572,786
                                                                                              -----------           -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures for land, buildings and equipment                                            (1,940,766)           (1,688,597)
     Acquisition of intangible assets                                                          (2,144,016)           (1,557,118)
     Proceeds from sales of land, buildings and equipment and other long term assets              108,024                11,800
     Payments for refundable deposits and other assets                                            (79,222)              (70,670)
                                                                                              -----------           -----------

     Net cash used in investing activities                                                     (4,055,980)           (3,304,585)
                                                                                              -----------           -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on long-term debt                                                                  (663,273)             (361,370)
     Issuance of shares, net of subscriptions receivable                                            3,441                61,394
                                                                                              -----------           -----------

     Net cash used in financing activities                                                       (659,832)             (299,976)
                                                                                              -----------           -----------


Net decrease in cash and cash equivalents                                                      (1,756,337)           (1,031,775)


Cash and cash equivalents, beginning of year                                                    3,733,174             2,313,469
                                                                                              -----------           -----------


Cash and cash equivalents, end of period                                                      $ 1,976,837           $ 1,281,694
                                                                                              ===========           ===========
</TABLE>


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





                                                                               5



<PAGE>   6


                 CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                FORM 10-Q/A No.1


(1) GENERAL

         The consolidated financial statements of Childtime Learning Centers,
Inc. (the "Company") are unaudited and, in the opinion of management, include
all adjustments necessary to fairly state the Company's financial condition,
results of operations and its cash flows, for the interim periods presented. The
results of operations for interim periods are not necessarily indicative of the
results to be expected for the full fiscal year. These statements should be read
in conjunction with the Company's annual report for the fiscal year ended March
28, 1997.

(2) PRINCIPALS OF CONSOLIDATION AND CORPORATE ORGANIZATION

         The consolidated financial statements as of January 2, 1998, January 3,
1997 and March 28, 1997 include the accounts of Childtime Learning Centers, Inc.
and its wholly owned subsidiary, Childtime Childcare, Inc.
(together referred to as the "Company").

(3) FISCAL YEAR

         The Company utilizes a 52-53 week fiscal year ending on the Friday
closest to March 31. Fiscal year 1997 contained 52 weeks, while fiscal year 1998
will contain 53 weeks. For both fiscal years 1997 and 1998, the first quarter
contained sixteen weeks while the second and third quarters contained twelve
weeks.

(4) INCOME TAXES

         The Company provides for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes," which
requires recognition of deferred tax liabilities and assets for the expected
future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax liabilities and
assets are determined based on the difference between financial statement and
tax bases of assets and liabilities using enacted tax rates in effect for the
year in which the differences are expected to reverse.

(5) EARNINGS PER SHARE

         For the quarter ended January 2, 1998, the Company adopted SFAS No.
128, "Earnings per share," which replaces the presentation of primary earnings
per share ("EPS") and fully diluted


                                                                               6
<PAGE>   7





                 CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                FORM 10-Q/A No.1


(5) EARNINGS PER SHARE (continued)

EPS with a presentation of basic EPS and diluted EPS, respectively. Basic EPS
excludes dilution and is computed by dividing earnings available to common
stockholders by the weighted-average number of common shares outstanding for the
period including the common stock purchase warrant (201,511 shares). Similar to
fully diluted EPS, diluted EPS assumes conversion of all potentially dilutive
stock options and the common stock purchase warrant (201,511 shares). Weighted
average shares outstanding, assuming dilution were 5,459,108 and 5,442,190 for
the twelve and forty weeks ended January 2, 1998 respectively, and 5,429,322 for
both the twelve and forty weeks ended January 3, 1997. A reconciliation of the
denominators used in the basic and diluted EPS calculations follows:


<TABLE>
<CAPTION>

                                                Quarter-to-date                          Year-to-date
                                              Twelve Weeks Ended                       Forty Weeks Ended
                                              ------------------                       -----------------
                                            January 2,         January 3,        January 2,       January 3,
                                               1998               1997             1998              1997
                                               ------             ----             ----              ----
<S>                                         <C>               <C>               <C>              <C>      
Denominator:
         Weighted average shares
         outstanding EPS - basic             5,429,322         5,429,322         5,429,322        5,429,322

         Incremental shares from
         assumed conversion of
         options                                29,786                --            12,868               --
                                             ---------         ---------         ---------        ---------

         Weighted average shares
         outstanding EPS - diluted           5,459,108         5,429,322         5,442,190        5,429,322
                                             =========         =========         =========       ==========
</TABLE>


All prior period EPS data has been restated to conform to SFAS No. 128. The
adoption of this new accounting standard did not have a material effect on the
Company's reported EPS amounts.

(6) RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

         In June 1997, the FASB issued SFAS No.130, "Reporting Comprehensive
Income" and SFAS 131, "Disclosure about Segments of an Enterprise and Related
Information". The Company will adopt the provisions of both of these statements,
as required, for the year ended April 2, 1999. The Company believes that the
statements will have no significant impact on its financial reporting and
disclosures.


                                                                               7
<PAGE>   8

                 CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued

                                FORM 10-Q/A No.1


(7) SUPPLEMENTAL CASH FLOW INFORMATION

         In connection with the acquisition of certain assets, the Company
incurred seller-financed debt of $1,586,750 during the forty weeks ended January
2, 1998 and $1,112,000 during the forty weeks ended January 3, 1997.

(8) PRIOR PERIOD ADJUSTMENTS

         As previously disclosed, the Company's prior year financial statements
through the third quarter of fiscal year 1998, have been restated to reflect
the recognition of scheduled dollar rent increases on a straight-line basis
over the term of the related lease pursuant to SFAS No. 13, "Accounting For
Leases."



                                                                               8
<PAGE>   9


                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                Form 10-Q/A No.1

GENERAL

         During the first three quarters (forty weeks) of the fiscal year ending
April 3, 1998, the Company acquired 23 centers, opened 7 centers and closed 4
centers. As of January 2, 1998, the Company operated 237 centers. The results of
centers opened, acquired or disposed of are included in the Company's financial
statements from the date of opening or acquisition and through the date of
disposition, as applicable. Accordingly, comparisons of year over year results
could be influenced by the timing of such new openings, acquisitions or
dispositions.

         The Company utilizes a 52-53 week ending on the Friday closest to March
31. The information presented herein refers to the twelve weeks ("third quarter
1998") and the forty weeks ("year-to-date 1998") ended January 2, 1998, compared
to the twelve weeks ("third quarter 1997") and the forty weeks ("year-to-date
1997") ended January 3, 1997.

RESULTS OF OPERATIONS

         Third quarter 1998 revenues increased to $21,545,000 from $17,622,000
for the third quarter 1997, a 22.3% increase. This increase was principally
attributable to increased revenues from centers opened or acquired in fiscal
1997 ($1,460,000, or 8.3%) and centers opened or acquired in fiscal 1998
($2,024,000, or 11.5%). Year-to-date 1998 revenues increased to $71,612,000 from
year-to-date 1997 revenues of $58,337,000, a 22.8% increase. This increase was
principally attributable to increased revenues from centers opened or acquired
in fiscal 1997 ($7,870,000, or 13.5%) and centers opened or acquired in fiscal
1998 ($4,247,000, or 7.3%). The remaining change for both the third quarter 1998
and year-to-date 1998 was principally attributable to the growth in comparable
centers.

         Third quarter 1998 gross profit increased to $2,836,000 (13.2% of
revenues) from $2,361,000 (13.4% of revenues) for the third quarter 1997, a
20.1% increase. This increase in gross profit was principally from centers
opened or acquired in fiscal 1997 ($385,000) and comparable center growth
($290,000). Gross operating losses from centers opened or acquired in the third
quarter 1998 ($175,000) partially offset these increases. Year-to-date gross
profit increased to $10,180,000 (14.2% of revenues) from $8,847,000 (15.2% of
revenues), a 15.1% increase. The year-to-date increase in gross profit was
principally from centers opened or acquired in fiscal 1997 ($1,485,000) and
comparable center growth ($742,000). Gross operating losses from centers opened
or acquired in fiscal 1998 ($790,000) partially offset these increases.

         Comparable center revenues (centers operating during all of
year-to-date 1998 and year-to-date 1997) increased 2.9% ($470,000) for the third
quarter 1998. Year-to-date comparable center revenues increased 2.2%
($1,228,000). Both the third quarter and year-to-date 1998 increase was a result
of increased tuition rates, partially offset by a decrease in center
utilization.


                                                                               9
<PAGE>   10



Management's Discussion and Analysis of
Financial Condition and Results of Operations - Continued
Form 10-Q/A No.1

RESULTS OF OPERATIONS - CONTINUED

         Comparable center gross profit (centers operating during all of
year-to-date 1998 and year-to-date 1997) increased 12.3% ($300,000) for the
third quarter 1998. Year-to-date comparable center gross profit increased 8.4%
($772,000). This growth in comparable center gross profit was principally the
result of the maturing of the more recently opened or acquired centers.

         Marketing expenses increased to $301,000 for the third quarter 1998
from $285,000 for the third quarter 1997. Year-to-date marketing expenses
increased to $1,002,000 from $889,000. These increases were primarily due to the
additional promotion and marketing activities associated with the Company's
growth. Year-to-date, the Company operates 237 centers as compared to 201
centers in the prior year-to-date period. However, as a percentage of revenues
for both the third quarter and year-to-date comparisons, marketing expenses
decreased to 1.4% of revenues from 1.6% and 1.5% of revenues, respectively.

         General and administrative expenses increased to $1,412,000 for the
third quarter 1998 from $1,220,000 for the third quarter 1997. Year-to-date
general and administrative expenses increased to $4,604,000 from $4,097,000. As
a percentage of revenues, general and administrative expenses decreased to 6.6%
of revenues for the third quarter 1998 from 6.9% of revenues for the third
quarter 1997. Year-to-date general and administrative expenses decreased to 6.4%
of revenues from 7.0%. These decreases were due primarily to operating leverage
provided by higher revenues.

         As a result of the foregoing changes, operating income increased to
$1,124,000 (5.2% of revenues) for the third quarter 1998 from $856,000 (4.9% of
revenues) for the third quarter 1997. The operating income change of $268,000
represents an increase of 31.3% over the third quarter 1997. Year-to-date
operating income increased to $4,574,000 (6.4% of revenues) from $3,861,000
(6.6% of revenues). The year-to-date operating income change of $713,000
represents an increase of 18.5% over last year.

         Interest expense increased to $71,000 for the third quarter 1998 from
$35,000 for the third quarter 1997. Year-to-date interest expense increased to
$207,000 from $108,000. These increases were due to a net increase in debt
associated with the acquisition of centers.

         Other income decreased to $7,000 for the third quarter 1998 from
$92,000 for the third quarter 1997. Year-to-date other income decreased to
$18,000 from $305,000. These decreases were principally due to the expiration of
a lease subsidy agreement at March 31, 1997.

         The provision for income taxes increased to $430,000 (an effective tax
rate of 38.5%) for the third quarter 1998 from a $232,000 tax benefit due to the
settlement with the IRS regarding the deductibility of certain acquisition cost
for the third quarter 1997. Year-to-date provision for income taxes increased to
$1,755,000 (an effective tax rate of 38.5%) from $1,029,000 after the inclusion
of the IRS settlement tax benefit (an effective tax rate of 24.5%). For
comparative


                                                                              10
<PAGE>   11

Management's Discussion and Analysis of
Financial Condition and Results of Operations - Continued
Form 10-Q/A No.1

RESULTS OF OPERATIONS - CONTINUED

purposes, if the $600,000 reversal of the liability realized in the third
quarter 1997 regarding the IRS settlement were eliminated, the income tax
benefit of $232,000 for the third quarter 1997 would have resulted in a
provision for income taxes of $368,000 (an effective tax rate of 38.7%), while
year-to-date 1997 provision for income tax would have been $1,629,000 (an
effective tax rate of 38.7%).

         As a result of the foregoing changes, and notably due to the
aforementioned IRS settlement which resulted in a $600,000 reversal of the
liability established for the matter in the third quarter 1997, net income
decreased to $687,000, or 3.2% of revenues for the third quarter 1998, from
$1,183,000, or 6.7% of revenues for the third quarter 1997. Year-to-date net
income decreased to $2,801,000, or 3.9% of revenues, from $3,179,000, or 5.4%.
For comparative purposes, if the $600,000 reversal of the liability regarding
the IRS settlement and the lease subsidy of $56,000, net of tax, were eliminated
from the third quarter 1997, net income of $687,000 for the third quarter 1998
would exceed pro forma net income of $527,000 for the third quarter 1997 by 30%.
If the $600,000 reversal of the liability regarding the IRS settlement and the
lease subsidy of $188,000, net of tax, were eliminated from year-to-date 1997,
net income of $2,801,000 for the third quarter 1998 would exceed pro forma net
income of $2,391,000 for year-to-date 1997 by 17%.
                                                  
LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

         The Company's primary cash requirements currently consist of its new
center expansion program and maintenance of existing centers. The Company
believes that cash flow from operations, together with amounts available under a
$10 million unsecured revolving line of credit facility, will be sufficient to
satisfy the Company's anticipated cash requirements on both a long-term and
short-term basis. The line of credit bears annual interest at either the prime
rate or an adjusted Eurodollar based rate, at the Company's option.

         The Company=s financial condition remains very strong. High cash
balances ($1,977,000) and low debt ($3,196,000) at January 2, 1998, allow the
Company to continue its strong growth strategy. Net cash provided by operations
increased to $2,959,000 for year-to-date 1998, from $2,573,000 for year-to-date
1997. Year-to-date 1998 cash provided by operations and proceeds from the sale
of assets of $108,000 were principally used to add 30 centers and make capital
improvements to existing centers aggregating $4,085,000, as well as to pay down
long-term debt of $663,000. The Company has incurred additional seller-financed
notes payable of approximately $1,587,000 during the year-to-date 1998, related
to the acquisition of centers, and did not utilize its unsecured revolving line
of credit.

         Net accounts receivable increased to $3,505,000 at January 2, 1998 from
$1,956,000 at the beginning of the fiscal year. This increase was principally
due to increased participation in federal child care assistance programs, the
timing of agency payment receipts, construction costs incurred related to new
build centers to be reimbursed under agreements with developers, and general
growth in revenues. 


                                                                              11
<PAGE>   12

Management's Discussion and Analysis of Financial Condition
and Results of Operations - Continued 
Form 10-Q/A No.1

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION - CONTINUED

         Net intangible assets at January 2, 1998 increased to $10,138,000 from
$7,040,000 at the beginning of the fiscal year. This increase was due to the
continued acquisition of existing child care facilities. Intangible assets
principally represent the unamortized excess of the cost of the acquisitions of
existing child care facilities over the fair values of the companies' net
tangible assets at the dates of acquisition. The intangible assets are being
amortized using a straight-line method over various periods up to 20 years, with
such amortization expense included in cost of revenues.

The remaining increases and decreases in the components of the Company's
financial position reflect normal operating activity.








                                                                              12
<PAGE>   13
                                     PART II
                                OTHER INFORMATION
                                FORM 10-Q/A No.1

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY


Item 6   Exhibits and Reports on Form 8-K

     (a) Index to Exhibits

                   Exhibit
                   Number                           Description

                     27               Financial Data Schedule (For SEC use only)

     (b) Reports on Form 8-K: None







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




                       CHILDTIME LEARNING CENTERS, INC.
                       (REGISTRANT)









                       /s/ Michael M. Yeager                          8/20/98
                       ----------------------------------------------
                       Michael M. Yeager
                       Chief Financial Officer and Secretary-Treasurer
                       (Duly Authorized Officer and Principal Financial Officer)




  


                                                                            13



<PAGE>   14


                                Exhibit Index
                                -------------



<TABLE>
<CAPTION>
Exhibit No.                     Description
-----------                     -----------
<S>                             <C>
   27                           Financial Data Schedule
</TABLE>