<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 2, 1998

                                       OR

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

  FOR THE TRANSITION PERIOD FROM _____________________ TO _____________________



                         COMMISSION FILE NUMBER: 0-27656

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



<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)


                                 (248) 476-3200
              (Registrant's telephone number, including area code)


        Indicate  by check  mark  whether  the  Registrant:  (1) has filed  all 
reports required to be filed by Section 13 of 15(d) of the  Securities 
Exchange  Act of 1934  during  the  preceding  12 months  (or for such  shorter 
period  that the registrant  was required to file such reports,  and (2) has
been subject to such filing required for the past 90 days. Yes[X] No [ ]

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





               Total number of pages included in Form 10-Q: 13

                   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 2, 1998
<TABLE>
<CAPTION>

                                                                                                       Page
                                                                                                      Number
                                                                                                      ------
<S>                                                                                                  <C>
PART I.  FINANCIAL INFORMATION                                                                       
                                                                                                     
  ITEM 1.    Consolidated Financial Statements                                                       
                                                                                                     
                 A. Consolidated Balance Sheet                                                           3
                      January 2, 1998 and March 28, 1997                                             
                                                                                                     
                 B. Consolidated Statement of Income                                                     4
                      Twelve Weeks Ended January 2, 1998 and January 3, 1997                         
                      Forty Weeks Ended January 2, 1998 and January 3, 1997                          
                                                                                                     
                 C. Consolidated Statement of Cash Flows                                                 5
                      Forty Weeks Ended January 2, 1998 and January 3, 1997                          
                                                                                                     
                 D. Notes to Consolidated Financial Statements                                          6-7
                                                                                                     
  ITEM 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations      8-11
                                                                                                     
                                                                                                     
PART II. OTHER INFORMATION                                                                           
                                                                                                     
  ITEM 6.    Exhibits, Reports on Form 8-K, Signatures                                                   12
                                                                                                     
                                                                                                     
                                                                                                     
SIGNATURES                                                                                               12

</TABLE>


                                                                               2
<PAGE>   3



                                    PART I
                            FINANCIAL INFORMATION

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


<TABLE>
<CAPTION>
                                                                                                    JANUARY 2,         MARCH 28,
                                                                                                       1998              1997
                                                                                                    (UNAUDITED)
                                                                                               ----------------    ----------------
<S>                                                                                            <C>                    <C>
ASSETS                                                                                         
Current assets:
  Cash and cash equivalents                                                                    $   1,976,837          $   3,733,174
  Accounts receivable, less allowance for doubtful accounts of $215,000                            3,505,038              1,956,105
    and $185,000, respectively                                                                                        
  Prepaid expenses and other                                                                       1,465,454              1,412,273
  Deferred income taxes                                                                            1,005,000                904,000
                                                                                               -------------          -------------
     Total current assets                                                                          7,952,329              8,005,552
                                                                                               -------------          -------------
                                                                                                                      
Land, buildings and equipment:                                                                                        
  Land                                                                                            10,220,000             10,220,000
  Buildings                                                                                       19,612,695             19,504,681
  Vehicles, furniture and equipment                                                                8,465,769              7,161,356
  Leasehold improvements                                                                           5,578,553              5,296,298
                                                                                               -------------          -------------
                                                                                                  43,877,017             42,182,335
                                                                                                                      
     Less accumulated depreciation and amortization                                               (9,068,714)            (8,125,974)
                                                                                               -------------          -------------
                                                                                                  34,808,303             34,056,361

  Land held for disposal                                                                             512,450                594,450
                                                                                               -------------          -------------
                                                                                                  35,320,753             34,650,811
                                                                                               -------------          -------------

Other noncurrent assets:
  Intangible assets, net                                                                          10,138,468              7,039,602
  Refundable deposits and other                                                                      669,694                590,472
                                                                                               -------------          -------------

     TOTAL ASSETS                                                                              $  54,081,244          $  50,286,437
                                                                                               =============          =============

LIABILITIES AND SHAREHOLDERS' EQUITY 
Current liabilities:
  Current maturities of long-term debt                                                         $     828,628          $     686,453
  Accounts payable                                                                                 1,101,231              1,271,001
  Accrued wages and payroll taxes                                                                  2,036,330              1,940,409
  Accrued vacation                                                                                   850,191                807,729
  Other current liabilities                                                                        2,395,809              2,568,012
                                                                                               -------------          -------------
     Total current liabilities                                                                     7,212,189              7,273,604

Long-term debt                                                                                     2,366,901              1,585,599
Deferred income taxes                                                                              3,984,000              3,898,000
                                                                                               -------------          -------------
     Total liabilities                                                                            13,563,090             12,757,203
                                                                                               -------------          -------------

Common stock purchase warrant                                                                      1,440,000              1,440,000
Commitments and contingencies                                                                             --                     --
                                                                                               -------------          -------------

Shareholders' equity:
  Common stock, 10,000,000 shares authorized, no par value; 5,227,811
    issued and outstanding at January 2, 1998 and March 28, 1997                                  29,363,816             29,363,816
  Preferred stock, 1,000,000 shares authorized, no par value; no shares
    issued or outstanding                                                                                 --                     --
  Subscriptions receivable                                                                                --                 (3,441)
  Retained earnings                                                                                9,714,338              6,728,859
                                                                                                ------------         --------------
     Total shareholders' equity                                                                   39,078,154             36,089,234
                                                                                                ------------         --------------

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                 $ 54,081,244         $   50,286,437
                                                                                                ============         ==============


</TABLE>

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


                                                                               3
<PAGE>   4





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


<TABLE>
<CAPTION>
                                                           QUARTER-TO-DATE                               YEAR-TO-DATE
                                                         TWELVE WEEKS ENDED                            FORTY WEEKS ENDED
                                            ---------------------------------------          -------------------------------------
                                                JANUARY 2,             JANUARY 3,               JANUARY 2,           JANUARY 3,
                                                  1998                   1997                      1998                1997   
                                            ----------------      -----------------          ---------------      ---------------
<S>                                         <C>                   <C>                        <C>                 <C>
Revenues                                    $    21,544,549       $    17,621,999            $    71,611,951      $    58,336,597
Cost of revenues                                 18,615,972            15,185,726                 61,124,343           49,239,740
                                            ---------------       ---------------            ---------------      ---------------
           GROSS PROFIT                           2,928,577             2,436,273                 10,487,608            9,096,857
                                                                       
                                                                       
Marketing expenses                                  300,667               285,193                  1,001,877              888,962 
General and administrative expenses               1,411,537             1,220,104                  4,603,879            4,097,070 
                                            ---------------       ---------------            ---------------      ---------------
           OPERATING INCOME                       1,216,373               930,976                  4,881,852            4,110,825 
                                                                                                                                  
                                                                                                                                  
Interest expense                                     70,712                35,281                    206,656              107,928 
Interest income                                     (56,642)              (38,077)                  (170,202)            (150,008)
Other income, net                                    (6,796)              (92,475)                   (18,081)            (305,115)
                                            ---------------       ---------------            ---------------      ---------------
           INCOME BEFORE INCOME TAXES             1,209,099             1,026,247                  4,863,479            4,458,020 
                                                                                                                                  
                                                                                                                                  
Income tax provision (benefit)                      467,000              (202,000)                 1,878,000            1,129,000 
                                            ---------------       ---------------            ---------------      ---------------
                                                                                                                                  
                                                                                                                                  
           NET INCOME                       $       742,099       $     1,228,247            $     2,985,479      $     3,329,020 
                                            ===============       ===============            ===============      ===============
                                                                                                                                  
Earnings per share:                                                                                                               
                                                                                                                                  
                                                                                                                                  
           Basic                            $          0.14       $          0.23            $          0.55      $          0.61 
                                            ===============       ===============            ===============      ===============
                                                                                                                                  
                                                                                                                                  
           Diluted                          $          0.14       $          0.23            $          0.55      $          0.61 
                                            ===============       ===============            ===============      ===============

</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 2,             JANUARY 3,
                                                                                                 1998                   1997
                                                                                         -------------------    -------------------
<S>                                                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                                       
     Net income                                                                             $    2,985,479     $       3,329,020
     Adjustments to reconcile net income to net                                                              
      cash provided by operating activities:                                                                 
        Depreciation and amortization                                                            1,797,660             1,385,810
        Deferred income taxes                                                                      (15,000)             (785,000)
        Loss (Gains) on land, buildings and equipment                                               13,840               (1,927)
     Changes in assets and liabilities providing (consuming) cash:                                           
        Accounts receivable                                                                     (1,548,933)          (1,025,739)
        Prepaid expenses, refundable deposits and other assets                                     (53,182)              (2,633)
        Accounts payable, accruals and other current liabilities                                  (220,389)            (326,745)
                                                                                            --------------     ----------------
                                                                                                             
     Net cash provided by operating activities                                                   2,959,475            2,572,786
                                                                                            --------------     ----------------
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                        
     Expenditures for land, buildings and equipment                                             (1,940,766)          (1,688,597)
     Acquisition of intangible assets                                                           (2,144,016)          (1,557,118)
     Proceeds from sales of land, buildings and equipment and other long term assets               108,024               11,800
     Payments for refundable deposits and other assets                                             (79,222)             (70,670)
                                                                                            --------------     ----------------
                                                                                                                     
     Net cash used in investing activities                                                      (4,055,980)          (3,304,585)
                                                                                            --------------     ----------------
                                                                                                                     
                                                                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                
     Payments on long-term debt                                                                   (663,273)            (361,370)
     Issuance of shares, net of subscriptions receivable                                             3,441               61,394
                                                                                            --------------     ----------------
                                                                                                                     
     Net cash used in financing activities                                                        (659,832)            (299,976)
                                                                                            --------------     ----------------
                                                                                                                     
                                                                                                                     
Net decrease in cash and cash equivalents                                                       (1,756,337)          (1,031,775)
                                                                                                                     
                                                                                                                     
Cash and cash equivalents, beginning of year                                                     3,733,174            2,313,469
                                                                                            --------------     ----------------
                                                                                                                     
                                                                                                                     
Cash and cash equivalents, end of period                                                    $    1,976,837     $      1,281,694
                                                                                            ==============     ================


</TABLE>








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

                                                                              5
<PAGE>   6

                CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) GENERAL

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

(2) PRINCIPALS OF CONSOLIDATION AND CORPORATE ORGANIZATION

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

(3) FISCAL YEAR

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

(4) INCOME TAXES

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

(5) EARNINGS PER SHARE

         For the quarter ended January 2, 1998, the Company adopted SFAS No.
128, "Earnings per share," which replaces the presentation of primary earnings
per share ("EPS") and fully diluted EPS with a presentation of basic EPS and
diluted EPS, respectively.  Basic EPS excludes dilution and is computed by
dividing earnings available to common stockholders by the weighted-


                                                                           6

<PAGE>   7

                CHILDTIME LEARNING CENTERS, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



(5) EARNINGS PER SHARE (CONTINUED)
average number of common shares outstanding for the period including the common
stock purchase warrant (201,511 shares).  Similar to fully diluted EPS, diluted
EPS assumes conversion of all potentially dilutive stock options and the common
stock purchase warrant (201,511 shares).  Weighted average shares outstanding,
assuming dilution were 5,459,108 and 5,442,190 for the twelve and forty weeks
ended January 2, 1998 respectively, and 5,429,322 for both the twelve and forty
weeks ended January 3, 1997.  A reconciliation of the denominators used in the
basic and diluted EPS calculations follows:
<TABLE>
<CAPTION>
                                               Quarter-to-date                 Year-to-date
                                             Twelve Weeks Ended              Forty Weeks Ended
                                            --------------------            -------------------
                                           January 2,   January 3,        January 2,     January 3,
                                             1998          1997             1998           1997
                                          ----------    ---------         ----------     ---------
<S>                                     <C>            <C>             <C>             <C>
Denominator
      Weighted average shares
      outstanding EPS - basic            5,429,322       5,429,332        5,429,322      5,429,322

      Incremental shares from
      assumed conversion of
      options                               29,786         ---               12,868        ---
                                        ----------     -----------      -----------    -----------
      Weighted average shares
      outstanding EPS - diluted          5,459,108       5,429,322        5,442,190      5,429,322                       
                                        ==========     ===========      ===========    ===========
</TABLE>
All prior period EPS data has been restated to conform to SFAS No. 128.  The
adoption of this new accounting standard did not have a material effect on the
Company's reported EPS amounts.

(6) RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

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

(7) SUPPLEMENTAL CASH FLOW INFORMATION

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




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

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

RESULTS OF OPERATIONS

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

         Third quarter 1998 gross profit increased to $2,929,000 (13.6% of
revenues) from $2,436,000 (13.9% of revenues) for the third quarter 1997, a
20.2% increase.  This increase in gross profit was principally from centers
opened or acquired in fiscal 1997 ($385,000) and comparable center growth
($290,000).  Gross operating losses from centers opened or acquired in the
third quarter 1998 ($175,000) partially offset these increases.  Year-to-date
gross profit increased to $10,488,000 (14.7% of revenues) from $9,097,000
(15.6% of revenues), a 15.3% increase.  The year-to-date increase in gross
profit was principally from centers opened or acquired in fiscal 1997
($1,485,000) and comparable center growth ($742,000).  Gross operating losses
from centers opened or acquired in fiscal 1998 ($790,000) partially offset
these increases.

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



                                                                         8
<PAGE>   9



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

RESULTS OF OPERATIONS - CONTINUED

         Comparable center gross profit (centers operating during all of
year-to-date 1998 and year-to-date 1997)  increased 11.6% ($290,000) for the
third quarter 1998.  Year-to-date comparable center gross profit increased 7.9%
($742,000).  This growth in comparable center gross profit was principally the
result of the maturing of the more recently opened or acquired centers.

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

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

         As a result of the foregoing changes, operating income increased to
$1,216,000 (5.7% of revenues) for the third quarter 1998 from $931,000 (5.3% of
revenues) for the third quarter 1997.  The operating income change of $285,000
represents an increase of 30.7% over the third quarter 1997.  Year-to-date
operating income increased to $4,882,000 (6.8% of revenues) from $4,111,000
(7.0% of revenues).  The year-to-date operating income change of $771,000
represents an increase of 18.8% over last year.

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

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

         The provision for income taxes increased to $467,000 (an effective tax
rate of 38.6%) for the third quarter 1998 from a $202,000 tax benefit due to
the settlement with the IRS regarding the deductibility of certain acquisition
cost for the third quarter 1997.  Year-to-date provision for income taxes
increased to $1,878,000 (an effective tax rate of 38.6%) from $1,129,000 after
the inclusion of the IRS settlement tax benefit (an effective tax rate of
25.3%).  For comparative purposes, if the $600,000 reversal of the liability
realized in the third quarter 1997 regarding the



                                                                            9
<PAGE>   10


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

RESULTS OF OPERATIONS - CONTINUED

IRS settlement were eliminated, the income tax benefit of $202,000 for the
third quarter 1997 would have resulted in a provision for income taxes of
$398,000 (an effective tax rate of 38.8%), while year-to-date 1997 provision
for income tax would have been $1,729,000 (an effective tax rate of 38.8%).

         As a result of the foregoing changes, and notably due to the
aforementioned IRS settlement which resulted in a $600,000 reversal of the
liability established for the matter in the third quarter 1997, net income
decreased to $742,000, or 3.4% of revenues for the third quarter 1998, from
$1,228,000, or 7.0% of revenues for the third quarter 1997.  Year-to-date net
income decreased to $2,985,000, or 4.2% of revenues, from $3,329,000, or 5.7%.
For comparative purposes, if the $600,000 reversal of the liability regarding
the IRS settlement and the lease subsidy of $56,000, net of tax, were
eliminated from the third quarter 1997, net income of $742,000 for the third
quarter 1998 would exceed pro forma net income of $572,000 for the third
quarter 1997 by 30%.  If the $600,000 reversal of the liability regarding the
IRS settlement and the lease subsidy of $188,000, net of tax, were eliminated
from year-to-date 1997, net income of $2,985,000 for the third quarter 1998
would exceed pro forma net income of $2,541,000 for year-to-date 1997 by 17%.

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION

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

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

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




                                                                           10
<PAGE>   11

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

LIQUIDITY, CAPITAL RESOURCES AND FINANCIAL POSITION - CONTINUED

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

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


                                                                            11
<PAGE>   12
                                     PART II
                                OTHER INFORMATION

          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  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.




                                   CHILDTIME LEARNING CENTERS, INC.
                                   (REGISTRANT)
                                   
                                   
                                   
                                   
                                   
                                   
                                   
                                   /s/ Michael M. Yeager               2/10/98
                                   ----------------------------------- 
                                   Michael M. Yeager
                                   Chief Financial Officer and
                                   Secretary-Treasurer 
                                   (Duly Authorized Officer and Principal
                                   Financial Officer) 




                       
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<PAGE>   13



                                EXHIBIT INDEX



EXHIBIT 27                  FINANCIAL DATA SCHEDULE