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

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

                 FOR THE QUARTERLY PERIOD ENDED JANUARY 3, 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)


<TABLE>
<S><C>
               MICHIGAN                                                  38-3261854
(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)


                                 (810) 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 3, 1997 was 5,429,322.





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

                   Index to Exhibits is located on page 12



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

                                     Index

                                   FORM 10-Q

                 For the Quarterly Period Ended January 3, 1997


<TABLE>
<CAPTION>
                                                                                                                  Page
                                                                                                                  Number
PART I.  FINANCIAL INFORMATION                                                                                    ------ 

<S>                                                                                                               <C>          
    ITEM 1.   Consolidated Financial Statements                                                                          
             
                  A. Consolidated Balance Sheet                                                                    3
                       January 3, 1997 and March 29, 1996                          
                                                                                   
                  B. Consolidated Statement of Income                                                              4
                       Twelve Weeks Ended January 3, 1997 and January 5, 1996      
                       Forty Weeks Ended January 3, 1997 and January 5, 1996       
                                                                                                                   
                  C. Consolidated Statement of Cash Flows                                                          5
                       Forty Weeks Ended January 3, 1997 and January 5, 1996       
                                                                                   
                  D. Notes to Consolidated Financial Statements                                                   6-7
    
    ITEM 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations               8-11
                                                                                                                
    
    
PART II. OTHER INFORMATION
                                                                                                                 
    ITEM 6.   Exhibits and Reports on Form 8-K                                                                     12



SIGNATURES                                                                                                         13


</TABLE>

                                                                               2
<PAGE>   3
                                     PART I
                             FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>
                                                                                              JANUARY 3,          MARCH 29,
                                                                                                1997               1996
                                                                                              (Unaudited)
                                                                                           ---------------    ---------------
<S>                                                                                        <C>                 <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                                $     1,281,694    $     2,313,469
  Accounts receivable, less allowance for doubtful accounts of $155,000                          2,754,421          1,728,682
  and $125,000, respectively                                                                                     
  Prepaid expenses and other                                                                     1,177,121          1,174,486
  Deferred income taxes                                                                            772,000            620,000
                                                                                           ---------------    ---------------
       TOTAL CURRENT ASSETS                                                                      5,985,236          5,836,637
                                                                                           ---------------    ---------------
                                                                                                                 
Land, buildings and equipment:                                                                                   
  Land                                                                                          10,220,000         10,220,000
  Buildings                                                                                     19,473,826         19,392,528
  Vehicles, furniture and equipment                                                              7,199,973          6,251,095
  Leasehold improvements                                                                         5,205,484          4,628,327
                                                                                           ---------------    ---------------
                                                                                                42,099,283         40,491,950
                                                                                                                 
       Less accumulated depreciation and amortization                                            7,983,473          7,049,522
                                                                                           ---------------    ---------------
                                                                                                34,115,810         33,442,428
                                                                                                                 
  Land held for disposal                                                                           744,450            739,600
                                                                                           ---------------    ---------------
                                                                                                34,860,260         34,182,028
                                                                                           ---------------    ---------------
                                                                                                                 
Other noncurrent assets:                                                                                         
  Intangible assets, net                                                                         6,470,610          4,187,242
  Refundable deposits and other                                                                    552,925            482,257
                                                                                           ---------------    ---------------
       TOTAL ASSETS                                                                        $    47,869,031    $    44,688,164
                                                                                           ===============    ===============
                                                                                                                 
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                             
Current liabilities:                                                                                             
  Current maturities of long-term debt                                                     $       648,727    $       426,353
  Accounts payable                                                                                 843,895          1,245,018
  Accrued wages and payroll taxes                                                                1,529,778          2,060,037
  Accrued vacation                                                                                 682,063            703,078
  Other current liabilities                                                                      2,545,126          1,919,474
                                                                                           ---------------    ---------------
       Total current liabilities                                                                 6,249,589          6,353,960
                                                                                                                 
Long-term debt                                                                                   1,337,188            809,364
Deferred income taxes                                                                            3,938,000          4,571,000
                                                                                           ---------------    ---------------
       Total liabilities                                                                        11,524,777         11,734,324
                                                                                           ---------------    ---------------
                                                                                                                 
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; 5,429,322                                            
    issued and outstanding at January 3, 1997 and March 29, 1996                                29,363,816         29,363,816
  Preferred stock, 1,000,000 shares authorized, no par value; no shares                                          
    issued or outstanding                                                                            ---                ---
  Subscriptions receivable                                                                          (2,777)           (64,171)
  Retained earnings                                                                              5,543,215          2,214,195
                                                                                           ---------------    ---------------
       Total shareholders' equity                                                               34,904,254         31,513,840
                                                                                           ---------------    ---------------
                                                                                                                 
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                               $    47,869,031    $    44,688,164
                                                                                           ===============    ===============
</TABLE>



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

                                                                               3

<PAGE>   4
          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 3,   JANUARY 5,     JANUARY 3,   JANUARY 5,  
                                                      1997         1996          1997         1996      
                                                 ------------  ------------  ------------  ------------
<S>                                             <C>            <C>           <C>           <C>           
Revenues                                         $ 17,621,999  $ 15,051,822  $ 58,336,597  $ 49,001,754   
Cost of revenues                                   15,185,726    12,436,491    49,239,740    40,181,165   
                                                 ------------  ------------  ------------  ------------
      GROSS PROFIT                                  2,436,273     2,615,331     9,096,857     8,820,589   
                                                                                                          
                                                                                                          
Marketing expenses                                    285,193       243,388       888,962       810,395   
General and administrative expenses                 1,220,104     1,264,938     4,097,070     4,053,534   
Revaluation of land held for disposal                  --            --            --           611,568   
                                                 ------------  ------------  ------------  ------------
      OPERATING INCOME                                930,976     1,107,005     4,110,825     3,345,092   
                                                                                                          
                                                                                                          
Interest expense                                       35,281       449,671       107,928     1,591,211   
Amortization expense                                    2,231        13,637         7,436        45,455   
Other expense (income), net                          (132,783)     (118,687)     (462,559)     (314,611)  
                                                 ------------  ------------  ------------  ------------
      INCOME BEFORE INCOME TAXES                    1,026,247       762,384     4,458,020     2,023,037   
                                                                                                          
                                                                                                          
Income tax provision (benefit)                       (202,000)      313,000     1,129,000       773,000   
                                                 ------------  ------------  ------------  ------------
                                                                                                          
                                                                                                          
      NET INCOME                                 $  1,228,247  $    449,384  $  3,329,020  $  1,250,037   
                                                 ============  ============  ============  ============
                                                                                                          
                                                                                                          
                                                                                                          
Weighted average shares outstanding                 5,429,322     3,499,322     5,429,322     3,499,322   
                                                 ============  ============  ============  ============
                                                                                                          
Earnings per share                               $       0.23  $       0.13  $       0.61  $       0.36   
                                                 ============  ============  ============  ============
</TABLE>




  The accompanying notes are an integral part of the consolidated financial
                                 statements.
                                                                               4

<PAGE>   5

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



<TABLE>
<CAPTION>
                                                                                                 YEAR-TO-DATE
                                                                                               FORTY WEEKS ENDED
                                                                                       --------------------------------
                                                                                         JANUARY 3,         JANUARY 5,
                                                                                             1997              1996
                                                                                       --------------    -------------
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income                                                                         $    3,329,020    $   1,250,037
    Adjustments to reconcile net income to net
      cash provided by operating activities:
        Depreciation and amortization                                                       1,385,810        1,123,498
        Deferred income taxes                                                                (785,000)        (141,000)
        Interest expense on subordinated note                                                     --           337,083
        Losses (gains) and provisions for losses on land,
           buildings, equipment and land held for disposal                                     (1,927)         581,261
        Lease subsidy income                                                                      --          (300,000)
    Changes in assets and liabilities providing (consuming) cash:
        Accounts receivable                                                                (1,025,739)         (47,775)
        Prepaid expenses, refundable deposits and other assets                                (73,303)      (1,083,540)
        Accounts payable, accruals and other current liabilities                             (326,745)         575,361
                                                                                       --------------    -------------

    Net cash provided by operating activities                                               2,502,116        2,294,925


CASH FLOWS FROM INVESTING ACTIVITIES:
    Expenditures for land, buildings and equipment                                         (1,688,597)      (1,774,782)
    Acquisition of intangible assets                                                       (1,557,118)        (467,779)
    Proceeds from sales of land, buildings and equipment                                       11,800          914,331
                                                                                       --------------    -------------

    Net cash provided by (used in) investing activities                                    (3,233,915)      (1,328,230)


CASH FLOWS FROM FINANCING ACTIVITIES:
    Receipts from revolving line of credit, net                                                 --           2,194,532
    Payments on long-term debt                                                               (361,370)      (2,542,459)
    Issuance of shares, net of subscriptions receivable                                        61,394           69,506
                                                                                       --------------    -------------

    Net cash provided by (used in) financing activities                                      (299,976)        (278,421)
                                                                                       --------------    -------------


Net increase (decrease) in cash and cash equivalents                                       (1,031,775)         688,274


Cash and cash equivalents, beginning of year                                                2,313,469          240,412
                                                                                       --------------    -------------


Cash and cash equivalents, end of period                                               $    1,281,694    $     928,686
                                                                                       ==============    =============

</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


(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 29, 1996.

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

(2) PRINCIPALS OF CONSOLIDATION AND CORPORATE ORGANIZATION

     The consolidated financial statements as of January 3, 1997, January 5,
1996 and March 29, 1996 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 (comprised of 13 four-week
periods), ending on the Friday closest to March 31.  For both fiscal years 1996
and 1997, the first quarter contains sixteen weeks, while each of the
remaining quarters contains twelve weeks. Both fiscal years 1996 and 1997
contain 52 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.

     As previously disclosed, the Internal Revenue Service ("I.R.S.") had
challenged the deductibility of certain costs incurred by KD
Acquisition Corporation in connection with its acquisition of the Company and
had issued a Statutory Notice of Deficiency for the tax years





                                                                              6
<PAGE>   7


               CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


1991 - 1994.  Accordingly the Company had not recognized for financial
statement purposes the income tax benefit of approximately $900,000 associated
with these deductions.

     Recently, legislation was enacted by Congress which clarified certain
provisions of the Internal Revenue Code related to the deductibility of such
expenses.  As a result of the enacted legislation, the Company and the IRS have
now reached an agreement which resulted in a settlement at an amount
substantially below that originally claimed.  Accordingly the accompanying
consolidated statement of income includes a $600,000 credit in the income tax
provision to reflect the settlement of this issue with the IRS.

(5) COMMON STOCK AND EARNINGS PER SHARE

     For the twelve weeks and forty weeks ended January 5, 1996, earnings per
share have been calculated by dividing net income by the weighted average
common shares outstanding, including the common stock purchase warrant (201,511
shares).


                                                                               7
<PAGE>   8
                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

GENERAL

     During the first three quarters (forty weeks) of the fiscal year ending
March 28, 1997, the Company acquired 21 centers and opened 6 centers.  No
centers were sold or closed.  Accordingly, as of January 3, 1997, the Company
operated 201 centers.  The results of centers opened, acquired  or disposed of
are included in the Company's financial statements from the date of opening,
acquisition or 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 fiscal year (comprised of 13 four-week
periods), ending on the Friday closest to March 31.  The first quarter contains
sixteen weeks, while each of the remaining quarters contain twelve weeks.  Both
fiscal years 1996 and 1997 contain 52 weeks.  The information presented herein
refers to the twelve weeks and the forty weeks ended January 3, 1997 ("third
quarter 1997" and "year-to-date 1997", respectively) compared to the twelve
weeks and the forty weeks ended January 5, 1996 ("third quarter 1996" and
"year-to-date 1996", respectively).

RESULTS OF OPERATIONS

     Third quarter 1997 revenues increased to $17,622,000 from $15,052,000 for
the third quarter 1996, a 17.1% increase.  This increase was principally
attributable to increased revenues from centers opened or acquired in fiscal
1996 ($1,177,000, or 7.8%) and centers opened or acquired in fiscal 1997
($1,621,000, or 10.8%).  Year-to-date 1997 revenues increased to $58,337,000
from $49,002,000 for the year-to-date 1996 revenues, a 19.0% increase.  This
increase was principally attributable to increased revenues from centers opened
or acquired in fiscal 1996 ($5,271,000, or 10.8%) and centers opened or
acquired in fiscal 1997 ($2,607,000, or 5.3%).  The remaining change for both
the third quarter 1997 and year-to-date 1997 was attributable to comparable
centers and to a lesser extent, management contracts and closed centers.

     Comparable center revenues (centers operating during all of year-to-date
1997 and year-to-date 1996)  decreased 1.6% ($233,000) for the third quarter
1997.  Year-to-date 1997 comparable center revenues increased 3.1%
($1,533,000).  The third quarter 1997 decrease was a result of a decrease in
center utilization due to softer then expected fall enrollment in certain
regional markets, partially offset by increased tuition rates.  For
year-to-date 1997, the majority of the growth in comparable center revenues was
a result of increased tuition rates, while the balance was attributable to
increased center utilization, not withstanding the impact of softer than
expected fall enrollment, as described above.




                                                                               8
<PAGE>   9

                    Management's Discussion and Analysis of
           Financial Condition and Results of Operations - Continued

RESULTS OF OPERATIONS - CONTINUED

     Third quarter 1997 gross profit decreased to $2,436,000 (13.8% of
revenues) from $2,615,000 (17.4% of revenues) for the third quarter 1996, a
6.9% decrease.  This decrease was principally attributable to a decline in
comparable center gross profit, as explained further below ($395,000); the
gross operating loss from centers opened or acquired in fiscal 1997 ($146,000);
partially offset by the increased gross profit from centers opened or acquired
in fiscal 1996 ($356,000).  Year-to-date 1997 gross profit increased to
$9,097,000 (15.6% of revenues) from $8,821,000 (18.0% of revenues) for the
year-to-date 1996, a 3.1% increase.  The increase in gross profit was
principally attributable to increased gross profit from centers opened or
acquired in fiscal 1996 ($711,000); comparable center growth ($166,000);
partially offset by the gross operating loss from centers opened or acquired in
fiscal 1997 ($613,000); and to a lesser extent management contract  growth and
closed centers.  The decrease in year-to-date 1997 gross profit as a percentage
of revenues from year-to-date 1996 reflects the impact of softer than expected
fall enrollments in the third quarter 1997.

     Comparable center gross profit (centers operating during all of
year-to-date 1997 and year-to-date 1996)  decreased 9.1% for the third quarter
1997.  Year-to-date 1997 comparable center gross profit increased 1.8%.  The
third quarter 1997 decrease was a result of a decrease in center utilization
due to softer then expected fall enrollment in certain regional markets,
partially offset by increased tuition rates.  For year-to-date 1997, the growth
in comparable center gross profit was a result of increased tuition rates,
while the balance was attributable to increased center utilization, not
withstanding the impact of softer than expected fall enrollment, as described
above.

     Marketing expenses increased to $285,000 for the third quarter 1997 from
$243,000 for the third quarter 1996, and to $889,000 for year-to-date 1997 from
$810,000 for year-to-date 1996.  These increases  were primarily due to the
additional marketing expenses associated with the opening of centers during the
fiscal 1996 and 1997 periods.  However, as a percentage of revenues, marketing
expenses remained constant at 1.6% for the respective third quarters and
decreased for year-to-date 1997 to 1.5% of revenues from 1.7% of revenues for
year-to-date 1996.

     General and administrative expenses decreased to $1,220,000 for the third
quarter 1997 from $1,265,000 for the third quarter 1996.  General and
administrative expenses increased to $4,097,000 for year-to-date 1997 from
$4,054,000 for year-to-date 1996.  As a percentage of revenues, general and
administrative expenses decreased to 6.9% of revenues for the third quarter
1997 from 8.4% of revenues for the third quarter 1996, and to 7.0% of revenues
for year-to-date 1997 from 8.3% of revenues for year-to-date 1996, in each case
due to operating leverage provided by higher revenues.

     Revaluation of land held for disposal represents the $612,000 charge
required in the year-to-date 1996 period to reduce the carrying value of the
land held for disposal to its estimated net realizable value.




                                                                               9
<PAGE>   10


                    Management's Discussion and Analysis of
           Financial Condition and Results of Operations - Continued

RESULTS OF OPERATIONS - CONTINUED

     As a result of the foregoing changes, operating income decreased to
$931,000 for the third quarter 1997 from $1,107,000 for the third quarter 1996.
Operating income increased to $4,111,000 for year-to-date 1997 from $3,345,000
for year-to-date 1996.  For the third quarter 1997, the operating income
decrease of $176,000 represents a decrease of 15.9% below the third quarter
1996.  The year-to-date operating income increase of $766,000 represents an
increase of 22.9% over year-to-date 1996.

     Interest expense decreased to $35,000 for the third quarter 1997 from
$450,000 for the third quarter 1996, and to $108,000 for year-to-date 1997 from
$1,591,000 for year-to-date 1996.   These decreases were due to the retirement
of approximately $17,400,000 of debt from the net proceeds of the Company's
initial public offering in February, 1996.

     The provision for income taxes for the third quarter 1997 reflects a tax
benefit of $202,000 (due to the settlement with the IRS - see "Internal Revenue
Service Audit Settlement" below), as compared to a $313,000 tax provision for
the third quarter 1996.  The provision for income taxes for year-to-date 1997
increased to $1,129,000 (an effective tax rate of 25.3%) from $773,000 (an
effective tax rate of  38.2%) for year-to-date 1996, reflecting increased
income before income taxes as reduced by the aforementioned IRS settlement.

     As a result of the foregoing changes, net income increased to $1,228,000,
or 7.0% of revenues for the third quarter 1997 from $449,000, or 3.0% of
revenues for the third quarter 1996.  For year-to-date 1997, net income
increased to $3,329,000, or 5.7% of revenues.  For year-to-date 1996, net
income was $1,250,000, or 2.6% of revenues.

INTERNAL REVENUE SERVICE AUDIT SETTLEMENT

     As previously disclosed, the Internal Revenue Service ("IRS") had
challenged the deductibility of certain costs incurred by KD Acquisition
Corporation in connection with its acquisition of the Company and had issued a
Statutory Notice of Deficiency for the tax years 1991 - 1994.  Accordingly the
Company had not recognized for financial statement purposes the income tax
benefit of approximately $900,000 associated with these deductions.

     Recently, legislation was enacted by Congress which clarified certain
provisions of the Internal Revenue Code related to the deductibility of such
expenses.  As a result of the enacted legislation, the Company and the IRS have
now reached an agreement which resulted in a settlement at an amount
substantially below that originally claimed.  Accordingly the accompanying
consolidated statement of income includes a $600,000 credit in the income tax
provision, to reflect the reversal of a liability established for this matter.






                                                                              10
<PAGE>   11


                    Management's Discussion and Analysis of
           Financial Condition and Results of Operations - Continued

LIQUIDITY AND CAPITAL RESOURCES

     The Company's primary cash requirements have been new center expansion
(through development of build-to-suit centers, new leases and acquisitions),
maintenance of existing centers and the scheduled repayment of debt and
interest thereon incurred.  As a result of the Company's initial public
offering and receipt of $19,219,000 in net proceeds, substantially all of the
Company's debt has been repaid.  Accordingly, 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
rate of interest payable under the revolving line of credit facility is, at the
Company's option, based on the Floating Rate or the Eurodollar Rate (both, as
defined in the agreement) and will bear annual interest at approximately  the
prime rate.

     Net cash provided by operations increased to $2,502,000 for year-to-date
1997, from $2,295,000 for year-to-date 1996.  Year-to-date 1997 cash provided
by operations and $1,032,000 of existing cash balances were principally used to
add 27 centers, make capital improvements to existing centers and pay down
long-term debt.  The Company has incurred additional seller-financed notes
payable of approximately $1,112,000 during the year-to-date 1997, related to
the acquisition of centers and did not utilize its unsecured revolving line of
credit.



                                                                              11
<PAGE>   12
                                    PART II
                    INDEX TO EXHIBITS AND OTHER INFORMATION

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY


Item 6   Exhibits and Reports on Form 8-K

     (a) Financial Data Schedule (For SEC use only)

     (b) Reports on Form 8-K: None








                                                                            12

<PAGE>   13
                                   SIGNATURES

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY





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 2/11/97
                                 ------------------------------
                                 Michael M. Yeager
                                 Chief Financial Officer and Secretary-Treasurer
                                 (Duly Authorized Officer and Principal 
                                 Financial Officer)


                                                                             13

<PAGE>   14
                                 EXHIBIT INDEX

          CHILDTIME LEARNING CENTERS, INC. AND CONSOLIDATED SUBSIDIARY


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














                                                                             14