<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 JULY 18, 1997

                                       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 of incorporation)      (I.R.S. Employer 
                                                   Identification No.)


                       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 August 18, 1997 was 5,227,811.





                Total number of pages included in Form 10-Q/A: 12

                     Index to Exhibits is located on page 11





     This Amendment No. 2 to the Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended July 18, 1997 is being provided to amend Item 1 to
correct typographical, conversion to EDGAR errors.






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

                                      Index

                                   Form 10-Q/A

                  For the Quarterly Period Ended July 18, 1997


                                                                           Page
                                                                          Number
                                                                          ------
PART I.  FINANCIAL INFORMATION

   ITEM 1. Consolidated Financial Statements

                  A. Consolidated Balance Sheet                               3
                       July 18, 1997 and March 28, 1997

                  B. Consolidated Statement of Income                         4
                       Sixteen Weeks Ended July 18, 1997 and July 19, 1996


                  C. Consolidated Statement of Cash Flows                     5
                       Sixteen Weeks Ended July 18, 1997 and July 19, 1996

                  D. Notes to Consolidated Financial Statements              6-7

   ITEM 2. Management's Discussion and Analysis of Financial Condition and 
           Results of Operations                                             8-9



PART II. OTHER INFORMATION

   ITEM 6. Exhibits, Reports on Form 8-K, Signatures                          10











                                                                               2


<PAGE>   3

                                     PART I
                              FINANCIAL INFORMATION
                                FORM 10-Q/A No.2

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                                         July 18,       March 28,
                                                                                           1997          1997    
                                                                                       (Unaudited)               
                                                                                      (As Restated)  (As Restated)
                                                                                       -----------   ------------
<S>                                                                                  <C>             <C>         
ASSETS                                                                                                           
Current assets:                                                                                                  
  Cash and cash equivalents                                                          $  3,364,927    $  3,733,174
  Accounts receivable, less allowance for doubtful accounts of $195,000                 
   and $185,000, respectively                                                           3,096,555       1,956,105
  Prepaid expenses and other                                                            1,147,190       1,412,273
  Deferred income taxes                                                                   947,000         904,000
                                                                                     ------------    ------------
    Total current assets                                                                8,555,672       8,005,552
                                                                                     ------------    ------------
                                                                                                                 
Land, buildings and equipment:                                                                                   
  Land                                                                                 10,220,000      10,220,000
  Buildings                                                                            19,557,920      19,504,681
  Vehicles, furniture and equipment                                                     7,748,613       7,161,356
  Leasehold improvements                                                                5,334,527       5,296,298
                                                                                     ------------    ------------
                                                                                       42,861,060      42,182,335
                                                                                                                 
   Less accumulated depreciation and amortization                                      (8,581,857)     (8,125,974)
                                                                                     ------------    ------------
                                                                                       34,279,203      34,056,361
                                                                                                                 
  Land held for disposal                                                                  512,450         594,450
                                                                                     ------------    ------------
                                                                                       34,791,653      34,650,811
                                                                                     ------------    ------------
                                                                                                                 
Other noncurrent assets:                                                                                         
  Intangible assets, net                                                                9,169,416       7,039,602
  Refundable deposits and other                                                           668,059         590,472
                                                                                     ------------    ------------
    Total assets                                                                     $ 53,184,800    $ 50,286,437
                                                                                     ============    ============
                                                                                                                 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                             
Current Liabilities:                                                                                             
  Current maturities of long-term debt                                               $    796,369    $    686,453
  Accounts payable                                                                      1,273,060       1,271,001
  Accrued wages and payroll taxes                                                       1,972,967       1,940,409
  Accrued vacation                                                                        858,392         807,729
  Other current liabilities                                                             3,078,399       2,568,012
                                                                                     ------------    ------------
    Total current liabilities                                                           7,979,187       7,273,604
                                                                                                                 
Long-term debt                                                                          2,314,632       1,585,599
Deferred rent liability                                                                 1,123,077       1,000,000
Deferred income taxes                                                                   3,468,000       3,498,000
                                                                                     ------------    ------------
    Total liabilities                                                                  14,884,896      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 July 18, 1997 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                                                                 (2,092)         (3,441)
  Retained earnings                                                                     7,498,180       6,128,859
                                                                                     ------------    ------------
    Total shareholders' equity                                                         36,859,904      35,489,234
                                                                                     ------------    ------------
                                                                                                                 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                           $ 53,184,800    $ 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.2

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                            QUARTER-TO-DATE
                                          SIXTEEN WEEKS ENDED
                                      ----------------------------
                                         July 18,        July 19,
                                           1997           1996
                                      (As Restated)   (As Restated)
                                      ------------    ------------

<S>                                   <C>             <C>         
Revenues                              $ 28,543,276    $ 23,256,145
Cost of revenues                        24,103,667      19,191,526
                                      ------------    ------------
     Gross profit                        4,439,609       4,064,619


Marketing expenses                         400,499         343,550
General and administrative expenses      1,816,778       1,701,846
                                      ------------    ------------
     Operating income                    2,222,332       2,019,223


Interest expense                            69,368          40,085
Interest income                            (71,494)        (65,358)
Other income, net                           (5,863)       (117,868)
                                      ------------    ------------
     Income before income taxes          2,230,321       2,162,364


Income tax provision                       861,000         836,000
                                      ------------    ------------


     Net income                       $  1,369,321    $  1,326,364
                                      ============    ============




Weighted average shares outstanding      5,429,322       5,429,322
                                      ============    ============

Earnings per share                    $       0.25    $       0.24
                                      ============    ============
</TABLE>




















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

                                                                             4
<PAGE>   5
                             FINANCIAL INFORMATION
                               FORM 10-Q/A NO. 2

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                        Year-to-Date
                                                                                     Sixteen Weeks Ended
                                                                                  --------------------------
                                                                                    July 18,       July 19,
                                                                                     1997           1996
                                                                                  (As Restated)  (As Restated)
                                                                                  -------------  -------------
<S>                                                                               <C>            <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                                      $ 1,369,321    $ 1,326,364
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and amortization                                                    702,888        520,166
     Deferred rent liability                                                          123,077        100,000
     Deferred income taxes                                                            (73,000)       (16,000)
     Gains on land, buildings and equipment                                              (231)        (2,500)
  Changes in assets and liabilities providing (consuming) cash:
     Accounts receivable                                                           (1,140,450)        28,875
     Prepaid expenses, refundable deposits and other assets                           265,083        462,080
     Accounts payable, accruals and other current liabilities                         578,867        172,103
                                                                                  -----------    -----------

  Net cash provided by operating activities                                         1,825,555      2,591,088
                                                                                  -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for land, buildings and equipment                                     (680,309)      (469,443)
  Acquisition of intangible assets                                                 (1,321,429)      (252,904)
  Proceeds from sales of land, buildings and equipment                                100,324          2,500
  Payments for refundable deposits and other assets                                   (70,936)       (48,636)
                                                                                  -----------    -----------

  Net cash used in investing activities                                            (1,972,350)      (768,483)
                                                                                  -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Payments on long-term debt                                                         (222,801)      (143,788)
  Issuance of shares, net of subscriptions receivable                                   1,349         53,709
                                                                                  -----------    -----------

  Net cash used in financing activities                                              (221,452)       (90,079)
                                                                                  -----------    -----------

Net increase (decrease) in cash and cash equivalents                                 (368,247)     1,732,526


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


Cash and cash equivalents, end of period                                          $ 3,364,927    $ 4,045,995
                                                                                  ===========    ===========
</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.2


(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 July 18, 1997, July 19,
1996 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.

(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 sixteen weeks ended July 18, 1997, and July 19, 1996, earnings
per share has been calculated by dividing net income by the weighted average
common shares outstanding, including the common stock purchase warrant (201,511
shares).




                                                                               6
<PAGE>   7


                 CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -Continued

                                Form 10-Q/A No.2

(6) RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

         In March 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings Per     
Share." SFAS No. 128 superseded APB 15, "Earnings Per Share," and simplified
the computation of earnings per share ("EPS") by replacing the "primary" EPS
requirements of APB 15 with a "basic" EPS computation based upon weighted
shares outstanding. The new standard requires presentation of both basic and
diluted EPS. Diluted EPS is similar to "fully diluted" EPS required under APB
15. The Company will adopt the provisions of this statement, as required, in
the third quarter of fiscal 1998. The adoption of this statement will not have
a material effect on EPS.

         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 impact on its financial reporting and disclosures.

(7) ACCOUNTS RECEIVABLE

         Included in accounts receivable are reimbursable construction costs of
$1,012,261 at July 18, 1997 and $19,259 at July 19, 1996. These costs represent
cash paid by the Company during the construction phase of certain new build
centers under an agreement pursuant to which the developer of such properties is
to reimburse the Company for such costs.

(8) SUPPLEMENTAL CASH FLOW INFORMATION

         In connection with the acquisition of certain assets, the Company
incurred debt of $1,061,750 during the sixteen weeks ended July 18, 1997 and
$58,472 during the sixteen weeks ended July 19, 1996.

(9) 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."


                                                                               7
<PAGE>   8

                                   PART II
                              OTHER INFORMATION
                              FORM 10-Q/A NO. 2


         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       9/16/98
                                           ---------------------------- 
                                           Michael M. Yeager
                                           Chief Financial Officer and
                                           Secretary-Treasurer
                                           (Duly Authorized Officer and
                                           Principal Financial Officer)







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