<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q/A 
                                 Amendment No.1

(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 8, 1999

                                       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)


<TABLE>
<CAPTION>
                   MICHIGAN                                      38-3261854
<S>                                                 <C>
 (State or other jurisdiction of incorporation)     (I.R.S. Employer Identification No.)
</TABLE>


                       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 8, 1999 was 5,429,655.





                 Total number of pages included in Form 10-Q/A: 14

                     Index to Exhibits is located on page 13

This Amendment No.1 to the Registrant's Quarterly Report on Form 10-Q for the 
quarterly period ended January 8, 1999 is being provided so as to provide a 
conformed signature.



                                       1
<PAGE>   2


         CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARIES

                                      INDEX

                                    FORM 10-Q/A No.1

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 8, 1999




<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                                NUMBER
                                                                                                           ----------------
PART I.  FINANCIAL INFORMATION

    ITEM 1. Consolidated Financial Statements

<S>           <C>                                                                                                 <C>
              A. Consolidated Balance Sheet                                                                        3
                   January 8, 1999 and April 3, 1998

              B. Consolidated Statement of Income                                                                  4
                   Twelve Weeks Ended January 8, 1999 and January 2, 1998
                   Forty Weeks Ended January 8, 1999 and January 2, 1998

              C. Consolidated Statement of Cash Flows                                                              5
                   Forty Weeks Ended January 8, 1999 and January 2, 1998

              D. Notes to Consolidated Financial Statements                                                       6-7

    ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations                 8-12



PART II. OTHER INFORMATION

    ITEM 5. Other Information                                                                                      13

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


SIGNATURES                                                                                                         13
</TABLE>


                                                                               2
<PAGE>   3



                                     PART I
                              FINANCIAL INFORMATION
                                    FORM 10-Q/A No. 1

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




<TABLE>
<CAPTION>
                                                                                        JANUARY 8,       APRIL 3,
                                                                                          1999            1998
                                                                                       (UNAUDITED)
                                                                                      ------------    ------------
<S>                                                                                   <C>             <C>         
ASSETS
Current assets:
    Cash and cash equivalents                                                         $  2,829,547    $  5,541,122
    Accounts receivable, net                                                             3,054,028       2,485,811
    Reimbursable construction costs                                                      1,584,350         930,688
    Prepaid expenses and other                                                           2,333,990       1,853,812
    Deferred income taxes                                                                1,092,000         945,000
                                                                                      ------------    ------------
         Total current assets                                                           10,893,915      11,756,433
                                                                                      ------------    ------------

Land, buildings and equipment:
    Land                                                                                10,220,000      10,220,000
    Buildings                                                                           19,861,937      19,640,018
    Vehicles, furniture and equipment                                                    9,989,775       8,783,584
    Leasehold improvements                                                               6,411,301       5,674,308
                                                                                      ------------    ------------
                                                                                        46,483,013      44,317,910

         Less accumulated depreciation and amortization                                (10,545,142)     (9,359,509)
                                                                                      ------------    ------------
                                                                                        35,937,871      34,958,401

    Land held for disposal                                                                 512,450         512,450
                                                                                      ------------    ------------
                                                                                        36,450,321      35,470,851
                                                                                      ------------    ------------

Other noncurrent assets:
    Intangible assets, net                                                              13,316,306      10,179,240
    Refundable deposits and other                                                          785,362         711,146
                                                                                      ------------    ------------
         TOTAL ASSETS                                                                 $ 61,445,904    $ 58,117,670
                                                                                      ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY 
    Current liabilities:
    Current maturities of long-term debt                                              $  1,081,237    $    818,781
    Accounts payable                                                                     1,413,548       1,535,590
    Accrued wages and payroll taxes                                                      2,317,320       3,492,206
    Accrued vacation                                                                       907,281         913,835
    Other current liabilities                                                            3,643,581       3,108,890
                                                                                      ------------    ------------
         Total current liabilities                                                       9,362,967       9,869,302

Long-term debt                                                                           2,548,110       2,242,790
Deferred rent liability                                                                  1,357,467       1,400,000
Deferred income taxes                                                                    3,391,000       3,319,000
                                                                                      ------------    ------------
         Total liabilities                                                              16,659,544      16,831,092
                                                                                      ------------    ------------

Commitments and contingencies                                                                    -               -
                                                                                      ------------    ------------

Shareholders' equity:
    Common stock, 10,000,000 shares authorized, no par value; 5,429,655
       issued and outstanding at January 8, 1999 and 5,429,322 at April 3,              30,815,540      30,811,877
       1998
    Preferred stock, 1,000,000 shares authorized, no par value; no shares
       issued or outstanding                                                                     -               -
    Retained earnings                                                                   13,970,820      10,474,701
                                                                                      ------------    ------------
                                                                                            
         Total shareholders' equity                                                     44,786,360      41,286,578
                                                                                      ------------    ------------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                        $ 61,445,904    $ 58,117,670
                                                                                      ============    ============
</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 SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                            QUARTER-TO-DATE                  YEAR-TO-DATE
                                           TWELVE WEEKS ENDED              FORTY WEEKS ENDED
                                      ----------------------------    ----------------------------
                                        JANUARY 8,      JANUARY 2,     JANUARY 8,      JANUARY 2,
                                          1999            1998            1999            1998
                                      ------------    ------------    ------------    ------------
<S>                                   <C>             <C>             <C>             <C>         
Revenues                              $ 25,524,318    $ 21,544,549    $ 84,875,516    $ 71,611,951
Cost of revenues                        22,031,446      18,708,280      72,854,462      61,432,035
                                      ------------    ------------    ------------    ------------
    GROSS PROFIT                         3,492,872       2,836,269      12,021,054      10,179,916


Marketing expenses                         355,770         300,667       1,156,246       1,001,877
General and administrative expenses      1,607,578       1,411,537       5,279,539       4,603,879
                                      ------------    ------------    ------------    ------------
    OPERATING INCOME                     1,529,524       1,124,065       5,585,269       4,574,160


Interest expense                            75,256          70,712         237,203         206,656
Interest income                            (40,509)        (56,642)       (197,647)       (170,202)
Other income, net                          (11,154)         (6,796)        (67,406)        (18,081)
                                      ------------    ------------    ------------    ------------
    INCOME BEFORE INCOME TAXES           1,505,931       1,116,791       5,613,119       4,555,787


Income tax provision                       567,000         430,000       2,117,000       1,755,000
                                      ------------    ------------    ------------    ------------


    NET INCOME                        $    938,931    $    686,791    $  3,496,119    $  2,800,787
                                      ============    ============    ============    ============





Weighted average shares outstanding      5,429,655       5,429,322       5,429,582       5,429,322
                                      ============    ============    ============    ============


Earnings per share - basic            $       0.17    $       0.13    $       0.64    $       0.52
                                      ============    ============    ============    ============


Earnings per share - diluted          $       0.17    $       0.13    $       0.64    $       0.51
                                      ============    ============    ============    ============
</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 SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                                  YEAR-TO-DATE
                                                                                                FORTY WEEKS ENDED
                                                                                    ------------------------------------------
                                                                                        JANUARY 8,             JANUARY 2,
                                                                                           1999                   1998
                                                                                    -------------------    -------------------
<S>                                                                                  <C>                      <C>        
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                                      $ 3,496,119              $ 2,800,787
     Adjustments to reconcile net income to net
         cash provided by operating activities:
            Depreciation and amortization                                              2,153,361                1,797,660
            Deferred rent liability                                                      (42,533)                 307,692
            Deferred income taxes                                                        (75,000)                (138,000)
            Loss (gain) on land, buildings and equipment                                  10,074                   13,840
     Changes in assets and liabilities providing (consuming) cash:
            Accounts receivable                                                         (568,218)              (1,096,164)
            Prepaid expenses, refundable deposits and other assets                      (480,179)                 (53,182)
            Accounts payable, accruals and other current liabilities                    (768,747)                (220,389)
                                                                                     -----------              -----------

     Net cash provided by operating activities                                         3,724,877                3,412,244
                                                                                     -----------              -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
     Expenditures for land, buildings and equipment                                   (2,321,770)              (1,940,766)
     Expenditures for reimbursable construction costs                                 (3,501,961)              (3,414,553)
     Acquisition of intangible assets                                                 (2,471,840)              (2,144,016)
     Proceeds from sales of land, buildings and equipment                                  6,097                  108,024
     Payments for refundable deposits and other assets                                   (74,216)                 (79,222)
                                                                                     -----------              -----------

     Net cash used in investing activities                                            (8,363,690)              (7,470,533)
                                                                                     -----------              -----------


CASH FLOWS FROM FINANCING ACTIVITIES:
     Payments on long-term debt                                                         (924,724)                (663,273)
     Repayments of reimbursable construction costs                                     2,848,299                2,961,784
     Issuance of shares, net of subscriptions receivable                                   3,663                    3,441
                                                                                     -----------              -----------

     Net cash provided by financing activities                                         1,927,238                2,301,952
                                                                                     -----------              -----------


Net decrease in cash and cash equivalents                                             (2,711,575)              (1,756,337)


Cash and cash equivalents, beginning of year                                           5,541,122                3,733,174
                                                                                     -----------              -----------


Cash and cash equivalents, end of period                                             $ 2,829,547              $ 1,976,837
                                                                                     ===========              ===========
</TABLE>







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


                                                                               5
<PAGE>   6

                CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES

                   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 April
3, 1998.

(2) PRINCIPALS OF CONSOLIDATION

         The consolidated financial statements include the accounts of Childtime
Learning Centers, Inc., its wholly owned subsidiary, Childtime Childcare, Inc.,
and its wholly owned subsidiaries, Childtime Childcare - Michigan, Inc., and
Childtime Childcare - PMC, Inc. (together referred to as the "Company"). All
significant intercompany transactions have been eliminated.

(3) FISCAL YEAR

         The Company utilizes a 52-53 week fiscal year ending on the Friday
closest to March 31. Fiscal year 1999 will contain 52 weeks, while fiscal year
1998 contained 53 weeks. For both fiscal years 1998 and 1999, the year-to-date
periods contained forty weeks while the third quarters contained twelve weeks.

(4) ACCOUNTS RECEIVABLE

         Accounts receivable is presented net of an allowance for doubtful
accounts. At January 8, 1999 the allowance for doubtful accounts was $245,000
while at April 3, 1998 the allowance for doubtful accounts was $225,000.

(5) 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.



                                                                               6
<PAGE>   7


                CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARIES

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED

                                    FORM 10-Q/A No.1

(6) EARNINGS PER SHARE

         For the twelve-week and forty-week periods ended January 8, 1999 and
January 2, 1998, basic earnings per share have been calculated by dividing
earnings available to common stockholders by the weighted average number of
common shares outstanding for the period. Diluted earnings per share have been
calculated by dividing earnings available to common stockholders by the weighted
average number of common shares outstanding for the period and the assumed
conversion of all potentially dilutive stock options (38,379 shares for the
twelve week period ended January 8, 1999; 50,469 shares for the forty week
period ended January 8, 1999; 29,786 shares for the twelve week period ended
January 2, 1998; and 12,868 shares for the forty week period ended January 2,
1998).

(7) 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 has adopted the provisions of these statements, as
required, for the year ended April 2, 1999. These statements had no significant
impact on the Company's financial position, results of operations or cash flows.

(8) SUPPLEMENTAL CASH FLOW INFORMATION

         In connection with the acquisition of certain centers, the Company
incurred seller-financed debt of $1,493,000 during the forty weeks ended January
8, 1999 and $1,587,000 during the forty weeks ended January 2, 1998.

(9) RECLASSIFICATIONS

         Certain prior year amounts have been reclassified to conform with the
presentation adopted in the current year.







                                                                               7
<PAGE>   8
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                                    Form 10-Q/A No. 1

GENERAL

         The information presented herein refers to the twelve weeks ("third
quarter 1999") and the forty weeks ("year-to-date 1999") ended January 8, 1999,
compared to the twelve weeks ("third quarter 1998") and the forty weeks
("year-to-date 1998") ended January 2, 1998.

         During the third quarter 1999, the Company acquired 9 centers and
opened 2 centers as compared to acquiring 8 centers, opening 1 center and
closing 3 centers during the third quarter 1998. During year-to-date 1999, the
Company acquired 22 centers, opened 5 centers and closed 1 center as compared to
acquiring 23 centers, opening 7 centers and closing 4 centers during
year-to-date 1998. Accordingly, as of January 8, 1999, the Company operated 268
centers, as compared to 237 centers at January 2, 1998. 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. The timing of such new openings, acquisitions or
dispositions could influence comparisons of year over year results.

RESULTS OF OPERATIONS

         Third quarter 1999 revenues increased to $25,524,000 from $21,545,000
for the third quarter 1998, an 18.5% increase. This increase was principally
attributable to increased revenues from centers opened or acquired in fiscal
1998 ($1,600,000, or 7.4%) and centers opened or acquired in fiscal 1999
($1,848,000, or 8.6%). Year-to-date 1999 revenues increased to $84,876,000 from
year-to-date 1998 revenues of $71,612,000, an 18.5% increase. This increase was
principally attributable to increased revenues from centers opened or acquired
in fiscal 1998 ($7,712,000, or 10.8%) and centers opened or acquired in fiscal
1999 ($3,327,000, or 4.7%). The remaining increase for both the third quarter
and year-to-date 1999 was principally attributable to the growth in comparable
centers, partially offset by centers closed during fiscal 1999.

         Comparable center revenues (centers operating during all of
year-to-date 1999 and year-to-date 1998) increased 3.2% ($694,000) for the third
quarter 1999. Year-to-date comparable center revenues increased 3.4%
($2,422,000). Both the third quarter and year-to-date 1999 increases were
principally the result of increased tuition rates.

         Third quarter 1999 gross profit increased to $3,493,000 (13.7% of
revenues) from $2,836,000 (13.2% of revenues) for the third quarter 1998, a
23.2% increase. The increase in gross profit was principally from centers opened
or acquired in fiscal 1998 ($371,000), and to comparable center growth
($433,000). Third quarter gross operating losses from centers opened or acquired
in fiscal 1999 ($111,000) partially offset these increases. Year-to-date 1999
gross profit increased to $12,021,000 (14.2% of revenues) from $10,180,000
(14.2% of revenues), an 18.1% increase. The year-to-date 1999 increase in gross
profit was principally from centers opened or acquired in fiscal 1998
($1,486,000) and, to a lesser extent, comparable center growth ($746,000). Gross
operating losses from centers opened or acquired in fiscal 1999 ($265,000)
partially offset these increases.



                                                                               8
<PAGE>   9


                     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 1999 and year-to-date 1998) increased 15.3% ($433,000) for the
third quarter 1999. Year-to-date 1999 comparable center gross profit increased
7.3% ($746,000). For both the third quarter and year-to-date 1999, the majority
of this increase is due to increased operating leverage provided by increased
revenues and, to a lesser extent, the timing of December holidays and the impact
of the previously disclosed straight-line rent adjustment.

         Marketing expenses increased 18.3% to $356,000 for the third quarter
1999 from $301,000 for the third quarter 1998. Year-to-date 1999 marketing
expenses increased 15.4% to $1,156,000 from $1,002,000. These increases were
primarily due to the additional expenses associated with the promotion and
marketing activities for 268 centers as of the end of the third quarter 1999, as
compared to 237 centers at the end of the third quarter 1998. As a percentage of
revenues, marketing expenses remained constant for both year-to-date and the
third quarter 1999 and 1998, at 1.4% of revenues.

         General and administrative expenses increased 13.9% to $1,608,000 for
the third quarter 1999 from $1,412,000 for the third quarter 1998. Year-to-date
1999 general and administrative expenses increased 14.7% to $5,280,000 from
$4,604,000. As a percentage of revenues, general and administrative expenses
decreased to 6.3% of revenues for the third quarter 1999 from 6.6% of revenues
for the comparable period of 1998. Year-to-date 1999 general and administrative
expenses decreased to 6.2% of revenues from 6.4% of revenues for the comparable
period of 1998. These decreases were due primarily to operating leverage
provided by higher revenues.

         As a result of the foregoing changes, operating income increased to
$1,530,000 for the third quarter 1999 from $1,124,000 for the third quarter
1998. The operating income change of $406,000 represents an increase of 36.1%
over the third quarter 1998. Year-to-date 1999 operating income increased 22.1%
to $5,585,000 from $4,574,000.

         Interest expense increased to $75,000 for the third quarter 1999 from
$71,000 for the third quarter 1998. Year-to-date 1999 interest expense increased
to $237,000 from $207,000. These increases were due to a net increase in debt
incurred with the acquisition of centers.

         Year-to-date 1999 other income increased to $67,000 from $18,000. This
increase was principally due to a gain realized on the extinguishment of certain
acquisition indebtedness.

         The provision for income taxes increased to $567,000 (an effective tax
rate of 37.7%) for the third quarter 1999 from $430,000 (an effective tax rate
of 38.5%) for the third quarter 1998. Year-to-date 1999 provision for income
taxes increased to $2,117,000 (an effective tax rate of 37.7%) from $1,755,000
(an effective tax rate of 38.5%). Both the third quarter and year-to-date 1999
decreases in the effective tax rate were principally due to anticipated savings
resulting from tax strategies implemented during the current fiscal year.


                                                                               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

         As a result of the foregoing changes, net income increased to $939,000,
or 3.7% of revenues for the third quarter 1999, from $687,000, or 3.2% of
revenues for the third quarter 1998. Year-to-date 1999 net income increased to
$3,496,000, or 4.1% of revenues, from $2,801,000, or 3.9% of revenues.

LIQUIDITY AND CAPITAL RESOURCES

         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
has not utilized its unsecured revolving line of credit.

         Net cash provided by operations increased to $3,725,000 for
year-to-date 1999, from $3,412,000 for year-to-date 1998. Year-to-date 1999 cash
provided by operations and existing cash balances of $2,712,000 were principally
used to add 27 centers, make capital improvements to existing centers and
upgrade information technology systems aggregating $4,794,000, as well as to pay
down debt of $925,000. Expenditures related to information technology systems
were part of management's five-year information system plan to accommodate the
growth of the Company for the next five to ten years. In connection with this
plan, the Company purchased and capitalized financial software upgrades and
related hardware of approximately $144,000 during year-to-date 1998, $153,000
during year-to-date fiscal 1999, and has plans to spend approximately $100,000 -
$175,000 to complete this plan during the next six months. The Company has
incurred additional seller-financed notes payable of approximately $1,493,000
during year-to-date 1999, related to the acquisition of centers.

IMPACT OF YEAR 2000

         The Year 2000 Issue is the result of computer programs that were
written using two digits rather than four to define the applicable year. If the
Company's computer programs with date-sensitive functions are not Year 2000
compliant, they may recognize a date using "00" as the Year 1900, rather than
the Year 2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions.

         The Company has evaluated its Year 2000 risks and compliance by
identifying three major components: information technology systems,
non-information technology systems, including internal embedded chip technology
and third party risks.


                                                                              10
<PAGE>   11


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


IMPACT OF YEAR 2000 - CONTINUED

         Information Technology Systems

         The Company has purchased and implemented general ledger and accounts
payable financial software during fiscal 1998 and fiscal 1999, which has been
certified as Year 2000 compliant from the software vendor. These systems have
been implemented as of October 1998. The Company has also purchased a center
information system, which has been certified as Year 2000 compliant from the
software vendor. This system is in the implementation phase, with full
implementation scheduled by July 31, 1999. Based on this schedule, the Company
expects to be in full compliance with its internal financial systems before the
Year 2000. However, if the implementation is not completed on a timely basis,
the Year 2000 Issue could have a material impact on the operations of the
Company. Because Year 2000 compliant information technology systems have been
purchased and implementation has either been completed or is currently in the
implementation phase, contingency plans have not been established. Each of the
above described information technology systems were purchased pursuant to
upgrades necessary to provide adequate financial reporting and control directly
connected to the growth of the Company, rather than to address the Year 2000
Issue. Accordingly, no information systems costs have been associated with the
Year 2000 Issue. However, see Liquidity and Capital Resources for costs
associated with general upgrades.

         Non-Information and Internal Embedded Chip Technology

         The Company has completed the data-gathering phase with regard to
imbedded chip technology and the impact of the Year 2000 Issue on its
non-financial systems. Inquiries have been made to providers of alarm systems
installed at various locations. Written and verbal confirmations have been
received, documenting that such systems are either Year 2000 compliant, or that
the model installed does not have any date driven technology. Management
believes that even if the Company is unable to achieve Year 2000 compliance for
its major non-financial systems, related Year 2000 Issues will not have a
material impact on the operations of the Company. Accordingly, the Company does
not have a contingency plan in place for its non-information and internal
embedded chip technology risk.

         Third Party Risks

         The Company has identified and contacted its subsidy/funding providers,
major vendors and financial service organizations to determine the extent to
which the Company's operations and interface systems would be vulnerable to
those third parties' failure to remedy their own Year 2000 Issues. The Company
has received positive compliance status from approximately 65 percent of
identified major third party risks and is expecting a significantly complete
response by March 31, 1999. The Company currently estimates that between ten to
fifteen percent of its revenues are related to subsidy/funding providers. In the
event all third party subsidy/funding providers fail to comply with Year 2000
requirements, the Company could experience cash flow


                                                                              11
<PAGE>   12

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

IMPACT OF YEAR 2000 - CONTINUED

         Third Party Risks Continued

delays that could have a material impact on its operations. Management believes
that, while the Company could experience delays in collecting receivables from
such third parties, the collectibility of such receivables would not be
significantly adversely impacted. The Company is currently reviewing contingency
plans that include alternative reporting and payment processing to
subsidy/funding providers to minimize any collection delays. To the extent that
vendor responses to Year 2000 readiness are unsatisfactory, the Company intends
to change vendors to those who have demonstrated Year 2000 readiness. There are
no assurances, however, that the Company would be successful in finding such
alternative vendors.

"SAFE HARBOR" STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

         Statements included herein that are not historical facts, such as those
related to income tax strategies, anticipated cash requirements and compliance
with Year 2000 issues are forward- looking statements pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve a number of risks and uncertainties,
including, but not limited to, identification and availability of quality
acquisition or new development targets, continuation of federal and state
assistance programs, demand for child care, the ability of the Company and key
suppliers and customers (including governmental agencies) to successfully comply
with Year 2000 issues, taxing authority legislation, as well as general economic
conditions, pricing and competition. Accordingly, actual results could differ
materially from those projected in such forward-looking statements.




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

         CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARIES








Item 6      Exhibits and Reports on Form 8-K

    (a)Index to Exhibits

<TABLE>
<CAPTION>
                             Exhibit
                             Number                                    Description
                             ------                                    -----------

<S>                            <C>                       <C>
                               27                        Financial Data Schedule (For SEC use only)
</TABLE>


    (b)Reports on Form 8-K: None







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.




                       CHILDTIME LEARNING CENTERS, INC.
                       (REGISTRANT)







                         
                       /s/ Michael M. Yeager                             2/23/99
                       ---------------------------------------------------------
                       Michael M. Yeager
                       Chief Financial Officer and Secretary-Treasurer
                       (Duly Authorized Officer and Principal Financial Officer)







                                                                              13
<PAGE>   14
                                 Exhibit Index
                                 -------------



Exhibit No.                       Description
-----------                       -----------

    27                            Financial Data Schedule