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UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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(Mark
One)

|   |                                                                                          
|-- | -----------------------------------------------------------------------------------------
|x  | Quarterly report pursuant to Section 13 and 15 (d) of the Securities Exchange Act of 1934
|   | For the quarterly period ended June 30, 2003                                             
|   |                                                                                          
|or
|   |                                                                                          
|o  | 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 0-27248

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| |                                                        | 
| | ------------------------------------------------------ | 
| | LEARNING TREE INTERNATIONAL, INC.                      | 
| |                                                        | 
| | (Exact name of registrant as specified in its charter) | 

|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 95-3133814                         
|                                                              |  |                                    
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. Employeridentification No.)
|                                                              |  |                                    

|                                                   |  |           
|-------------------------------------------------- |  | ----------
|6053 West Century Boulevard, Los Angeles, CA 90045
|                                                  
|(Address of principal executive offices)           |  | (Zip Code)

Registrants telephone number, including area code (310) 417-9700

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 requirements for the past 90 days.

YesxNoo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YesxNoo

The number of shares of common stock, $.0001 par
value, outstanding as of August 1, 2003, is 17,190,623 shares.

Total Number of pages 22

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LEARNING TREE INTERNATIONAL, INC.

FORM 10-Q

June 30, 2003

TABLE OF CONTENTS

|                                |                                                                                       | Page
|------------------------------- | ------------------------------------------------------------------------------------- | ----
|Part I -- Financial Information |                                                                                       |     
|                                |                                                                                       |     
|Item   1.                       | Financial Statements:                                                                 |     
|                                | Condensed Consolidated Balance Sheets                                                 | 3   
|                                | Condensed Consolidated Statements of Operations                                       | 4   
|                                | Condensed Consolidated Statements of Stockholders Equity                             | 5   
|                                | Condensed Consolidated Statements of Cash Flows                                       | 6   
|                                | Notes to Condensed Consolidated Financial Statements                                  | 7   
|                                |                                                                                       |     
|Item   2.                       | Managements Discussion and Analysis of Financial Condition and Results of Operations | 9   
|                                |                                                                                       |     
|Item   3.                       | Quantitative and Qualitative Disclosures About Market Risk                            | 19  
|                                |                                                                                       |     
|Item   4.                       | Controls and Procedures                                                               | 19  
|                                |                                                                                       |     
|                                |                                                                                       |     
|Part II -- Other Information    |                                                                                      
|                                |                                                                                       |     
|Item   1.                       | Legal Proceedings                                                                     | 21  
|Item   2.                       | Changes in Securities                                                                 | 21  
|Item   3.                       | Defaults Upon Senior Securities                                                       | 21  
|Item   4.                       | Submission of Matters to a Vote of Security Holders                                   | 21  
|Item   5.                       | Other Information                                                                     | 21  
|Item   6.                       | Exhibits and Reports on Form 8-K                                                      | 21  
|                                |                                                                                       |     
|Signatures                      |                                                                                       | 22  

2



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PART I - FINANCIAL INFORMATION Item 1.  FINANCIAL STATEMENTS

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                                                                                    |               |  |                    |             |   |   |             |  
|----------------------------------------------------------------------------------------------------------------------------------- | ------------- |  | ------------------ | ----------- | - | - | ----------- | -
|                                                                                                                                    | June 30, 2003 |  | September 30, 2002 |            
|                                                                                                                                    |               |  |                    | (Unaudited) |   |   |             |  
|ASSETS                                                                                                                              |               |  |                    |             |   |   |             |  
|Current assets:                                                                                                                     |               |  |                    |             |   |   |             |  
|Cash and cash equivalents                                                                                                           |               |  | $                  | 88,697,000  |   | $ | 96,897,000  |  
|Trade accounts receivable, net                                                                                                      |               |  |                    | 12,296,000  |   |   | 11,522,000  |  
|Prepaid marketing expenses                                                                                                          |               |  |                    | 484,000     |   |   | 1,648,000   |  
|Prepaid income taxes                                                                                                                |               |  |                    | 4,203,000   |   |   | 5,460,000   |  
|Prepaid expenses and other                                                                                                          |               |  |                    | 4,679,000   |   |   | 4,884,000   |  
|                                                                                                                                    |               |  |                    |            
|Total current assets                                                                                                                |               |  |                    | 110,359,000 |   |   | 120,411,000 |  
|                                                                                                                                    |               |  |                    |            
|Equipment, property and leasehold improvements, net                                                                                 |               |  |                    | 21,171,000  |   |   | 23,946,000  |  
|Long-term interest-bearing investments                                                                                              |               |  |                    | 8,333,000   |   |   | 7,813,000   |  
|Other assets                                                                                                                        |               |  |                    | 1,887,000   |   |   | 1,848,000   |  
|                                                                                                                                    |               |  |                    |            
|Total assets                                                                                                                        |               |  | $                  | 141,750,000 |   | $ | 154,018,000 |  
|                                                                                                                                    |               |  |                    |            
|LIABILITIES                                                                                                                         |               |  |                    |             |   |   |             |  
|Current liabilities:                                                                                                                |               |  |                    |             |   |   |             |  
|Trade accounts payable                                                                                                              |               |  | $                  | 11,932,000  |   | $ | 12,134,000  |  
|Deferred revenue                                                                                                                    |               |  |                    | 51,131,000  |   |   | 55,868,000  |  
|Accrued liabilities                                                                                                                 |               |  |                    | 6,136,000   |   |   | 5,773,000   |  
|Income taxes payable                                                                                                                |               |  |                    | 344,000     |   |   | 781,000     |  
|                                                                                                                                    |               |  |                    |            
|Total current liabilities                                                                                                           |               |  |                    | 69,543,000  |   |   | 74,556,000  |  
|                                                                                                                                    |               |  |                    |            
|Deferred income taxes                                                                                                               |               |  |                    | 366,000     |   |   | 367,000     |  
|Deferred facilities rent                                                                                                            |               |  |                    | 2,383,000   |   |   | 2,365,000   |  
|                                                                                                                                    |               |  |                    |            
|Total liabilities                                                                                                                   |               |  |                    | 72,292,000  |   |   | 77,288,000  |  
|                                                                                                                                    |               |  |                    |            
|Commitments and contingencies                                                                                                       |               |  |                    |             |   |   |             |  
|                                                                                                                                    |               |  |                    |             |   |   |             |  
|STOCKHOLDERS EQUITY                                                                                                                |               |  |                    |             |   |   |             |  
|Common Stock, $.0001 par value, 75,000,000 shares authorized, 17,188,000 and 18,127,000 shares issued and outstanding,
respectively |               |  |                    | 2,000       |   |   | 2,000       |  
|Preferred Stock, $.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding                                    |               |  |                    |            |   |   |            |  
|Additional paid-in capital                                                                                                          |               |  |                    |            |   |   |            |  
|Cumulative foreign currency translation                                                                                             |               |  |                    | (426,000    | ) |   | (2,887,000  | )
|Retained earnings                                                                                                                   |               |  |                    | 69,882,000  |   |   | 79,615,000  |  
|                                                                                                                                    |               |  |                    |            
|Total stockholders equity                                                                                                          |               |  |                    | 69,458,000  |   |   | 76,730,000  |  
|                                                                                                                                    |               |  |                    |            
|Total liabilities and stockholders equity                                                                                          |               |  | $                  | 141,750,000 |   | $ | 154,018,000 |  
|                                                                                                                                    |               |  |                    |            

See accompanying notes to condensed consolidated financial statements.

3



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LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)

|                                              |                            |  |                           |            |      |   |            |   |   |             |   |   |             |  
|--------------------------------------------- | -------------------------- |  | ------------------------- | ---------- | ---- | - | ---------- | - | - | ----------- | - | - | ----------- | -
|                                              | Three Months EndedJune 30, |  | Nine Months EndedJune 30, |           
|                                              | 2003                       |  | 2002                      |            | 2003 |   | 2002       |  
|Revenues                                      |                            |  | $                         | 39,099,000 |      | $ | 45,034,000 |   | $ | 115,920,000 |   | $ | 132,840,000 |  
|Cost of revenues                              |                            |  |                           | 18,955,000 |      |   | 20,001,000 |   |   | 55,295,000  |   |   | 59,461,000  |  
|                                              |                            |  |                           |            |      |   |            |  
|Gross profit                                  |                            |  |                           | 20,144,000 |      |   | 25,033,000 |   |   | 60,625,000  |   |   | 73,379,000  |  
|                                              |                            |  |                           |            |      |   |            |  
|Operating expenses:                           |                            |  |                           |            |      |   |            |   |   |             |   |   |             |  
|Course development                            |                            |  |                           | 1,856,000  |      |   | 2,319,000  |   |   | 6,048,000   |   |   | 7,096,000   |  
|Sales and marketing                           |                            |  |                           | 11,543,000 |      |   | 12,863,000 |   |   | 32,618,000  |   |   | 38,952,000  |  
|General and administrative                    |                            |  |                           | 5,667,000  |      |   | 6,381,000  |   |   | 17,894,000  |   |   | 19,278,000  |  
|                                              |                            |  |                           |            |      |   |            |  
|                                              |                            |  |                           | 19,066,000 |      |   | 21,563,000 |   |   | 56,560,000  |   |   | 65,326,000  |  
|                                              |                            |  |                           |            |      |   |            |  
|Income from operations                        |                            |  |                           | 1,078,000  |      |   | 3,470,000  |   |   | 4,065,000   |   |   | 8,053,000   |  
|                                              |                            |  |                           |            |      |   |            |  
|Other income (expense):                       |                            |  |                           |            |      |   |            |   |   |             |   |   |             |  
|Interest expense                              |                            |  |                           | (4,000     | )    |   | (7,000     | ) |   | (8,000      | ) |   | (13,000     | )
|Interest income                               |                            |  |                           | 471,000    |      |   | 659,000    |   |   | 1,544,000   |   |   | 2,167,000   |  
|Foreign exchange                              |                            |  |                           | (21,000    | )    |   | 446,000    |   |   | 194,000     |   |   | 94,000      |  
|Other                                         |                            |  |                           | 29,000     |      |   | (12,000    | ) |   | 58,000      |   |   | (145,000    | )
|                                              |                            |  |                           |            |      |   |            |  
|                                              |                            |  |                           | 475,000    |      |   | 1,086,000  |   |   | 1,788,000   |   |   | 2,103,000   |  
|                                              |                            |  |                           |            |      |   |            |  
|Income before provision for income taxes      |                            |  |                           | 1,553,000  |      |   | 4,556,000  |   |   | 5,853,000   |   |   | 10,156,000  |  
|Provision for income taxes                    |                            |  |                           | 551,000    |      |   | 1,617,000  |   |   | 2,078,000   |   |   | 3,605,000   |  
|                                              |                            |  |                           |            |      |   |            |  
|Net income                                    |                            |  | $                         | 1,002,000  |      | $ | 2,939,000  |   | $ | 3,775,000   |   | $ | 6,551,000   |  
|                                              |                            |  |                           |            |      |   |            |  
|Earnings per common share                     |                            |  | $                         | 0.06       |      | $ | 0.16       |   | $ | 0.22        |   | $ | 0.35        |  
|                                              |                            |  |                           |            |      |   |            |  
|Earnings per common share assuming dilution   |                            |  | $                         | 0.06       |      | $ | 0.16       |   | $ | 0.22        |   | $ | 0.34        |  
|                                              |                            |  |                           |            |      |   |            |  
|Weighted average number of shares outstanding |                            |  |                           | 17,293,000 |      |   | 18,726,000 |   |   | 17,471,000  |   |   | 18,866,000  |  
|                                              |                            |  |                           |            |      |   |            |  
|Diluted shares outstanding                    |                            |  |                           | 17,348,000 |      |   | 18,913,000 |   |   | 17,527,000  |   |   | 19,144,000  |  
|                                              |                            |  |                           |            |      |   |            |  

See accompanying notes to condensed consolidated financial statements.

4



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LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY(Unaudited)

|                                              |  |  |  |            |   |   |       |  |   |            |   |   |            |   |   |             |   |   |             |  
|--------------------------------------------- |  |  |  | ---------- | - | - | ----- |  | - | ---------- | - | - | ---------- | - | - | ----------- | - | - | ----------- | -
|
|
|
|
|                                              |  |  |  |            |   |   |       |  |   |            |   |   |            |   |   |             |   |   |             |  
|Balance, September 30, 2001                   |  |  |  | 18,929,000 |   | $ | 2,000 |  | $ |           |   | $ | (4,584,000 | ) | $ | 88,642,000  |   | $ | 84,060,000  |  
|Comprehensive income:                         |  |  |  |            |   |   |       |  |   |            |   |   |            |   |   |             |   |   |             |  
|Net income                                    |  |  |  |           |   |   |      |  |   |           |   |   |           |   |   | 6,551,000   |   |   | 6,551,000   |  
|Foreign currency translation                  |  |  |  |           |   |   |      |  |   |           |   |   | 1,780,000  |   |   |            |   |   | 1,780,000   |  
|                                              |  |  |  |            |   |   |      
|Comprehensive income                          |  |  |  |            |   |   |       |  |   |            |   |   |            |   |   |             |   |   | 8,331,000   |  
|Stock repurchases                             |  |  |  | (583,000   | ) |   |      |  |   | (4,164,000 | ) |   |           |   |   | (8,624,000  | ) |   | (12,788,000 | )
|Stock option exercises                        |  |  |  | 301,000    |   |   |      |  |   | 2,937,000  |   |   |           |   |   |            |   |   | 2,937,000   |  
|Tax benefit related to stock option exercises |  |  |  |           |   |   |      |  |   | 1,229,000  |   |   |           |   |   |            |   |   | 1,229,000   |  
|                                              |  |  |  |            |   |   |       |  |   |            |   |  
|Balance, June 30, 2002                        |  |  |  | 18,647,000 |   | $ | 2,000 |  | $ | 2,000      |   | $ | (2,804,000 | ) | $ | 86,569,000  |   | $ | 83,769,000  |  
|                                              |  |  |  |            |   |   |       |  |   |            |   |  
|Balance, September 30, 2002                   |  |  |  | 18,127,000 |   | $ | 2,000 |  | $ |           |   | $ | (2,887,000 | ) | $ | 79,615,000  |   | $ | 76,730,000  |  
|Comprehensive income:                         |  |  |  |            |   |   |       |  |   |            |   |   |            |   |   |             |   |   |             |  
|Net income                                    |  |  |  |           |   |   |      |  |   |           |   |   |           |   |   | 3,775,000   |   |   | 3,775,000   |  
|Foreign currency translation                  |  |  |  |           |   |   |      |  |   |           |   |   | 2,461,000  |   |   |            |   |   | 2,461,000   |  
|                                              |  |  |  |            |   |   |      
|Comprehensive income                          |  |  |  |            |   |   |       |  |   |            |   |   |            |   |   |             |   |   | 6,236,000   |  
|Stock options issued for services             |  |  |  |           |   |   |      |  |   | 20,000     |   |   |           |   |   |            |   |   | 20,000      |  
|Stock repurchases                             |  |  |  | (994,000   | ) |   |      |  |   | (631,000   | ) |   |           |   |   | (13,508,000 | ) |   | (14,139,000 | )
|Stock option exercises                        |  |  |  | 55,000     |   |   |      |  |   | 550,000    |   |   |           |   |   |            |   |   | 550,000     |  
|Tax benefit related to stock option exercises |  |  |  |           |   |   |      |  |   | 61,000     |   |   |           |   |   |            |   |   | 61,000      |  
|                                              |  |  |  |            |   |   |       |  |   |            |   |  
|Balance, June 30, 2003                        |  |  |  | 17,188,000 |   | $ | 2,000 |  | $ |           |   | $ | (426,000   | ) | $ | 69,882,000  |   | $ | 69,458,000  |  
|                                              |  |  |  |            |   |   |       |  |   |            |   |  

See accompanying notes to condensed consolidated financial statements.

5



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LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

|                                                                                             |                                    |  |      |             |   |   |             |  
|-------------------------------------------------------------------------------------------- | ---------------------------------- |  | ---- | ----------- | - | - | ----------- | -
|                                                                                             | For the Nine Months Ended June 30, | 
|                                                                                             | 2003                               |  | 2002 |            
|Cash flows  operating activities:                                                           |                                    |  |      |             |   |   |             |  
|Net income                                                                                   |                                    |  | $    | 3,775,000   |   | $ | 6,551,000   |  
|Adjustments to reconcile net income to net cash  provided by (used in) operating
activities: |                                    |  |      |             |   |   |             |  
|Depreciation and amortization                                                                |                                    |  |      | 5,749,000   |   |   | 6,195,000   |  
|Unrealized foreign exchange gains                                                            |                                    |  |      | (443,000    | ) |   | (195,000    | )
|(Gains) losses on disposals of equipment and leasehold improvements                          |                                    |  |      | (29,000     | ) |   | 22,000      |  
|Deferred facilities rent charges                                                             |                                    |  |      | (116,000    | ) |   | (368,000    | )
|Change in net assets and liabilities:                                                        |                                    |  |      |             |   |   |             |  
|Trade accounts receivable                                                                    |                                    |  |      | 74,000      |   |   | 3,528,000   |  
|Prepaid marketing expenses                                                                   |                                    |  |      | 1,218,000   |   |   | 1,762,000   |  
|Prepaid expenses and other                                                                   |                                    |  |      | 475,000     |   |   | (666,000    | )
|Income taxes                                                                                 |                                    |  |      | 939,000     |   |   | (1,895,000  | )
|Trade accounts payable                                                                       |                                    |  |      | (862,000    | ) |   | (5,484,000  | )
|Deferred revenue                                                                             |                                    |  |      | (7,093,000  | ) |   | (5,743,000  | )
|Other accrued liabilities                                                                    |                                    |  |      | 35,000      |   |   | (171,000    | )
|                                                                                             |                                    |  |      |            
|Net cash provided by operating activities                                                    |                                    |  |      | 3,722,000   |   |   | 3,536,000   |  
|                                                                                             |                                    |  |      |            
|Cash flows  investing activities:                                                           |                                    |  |      |             |   |   |             |  
|Purchases of equipment, property and leasehold improvements                                  |                                    |  |      | (2,110,000  | ) |   | (3,384,000  | )
|Retirements of equipment and leasehold improvements                                          |                                    |  |      | 138,000     |   |   | 140,000     |  
|Other, net                                                                                   |                                    |  |      | 120,000     |   |   | 841,000     |  
|                                                                                             |                                    |  |      |            
|Net cash used in investing activities                                                        |                                    |  |      | (1,852,000  | ) |   | (2,403,000  | )
|                                                                                             |                                    |  |      |            
|Cash flows  financing activities:                                                           |                                    |  |      |             |   |   |             |  
|Proceeds from exercise of stock options                                                      |                                    |  |      | 550,000     |   |   | 2,937,000   |  
|Repurchases of Common Stock                                                                  |                                    |  |      | (14,139,000 | ) |   | (12,788,000 | )
|                                                                                             |                                    |  |      |            
|Net cash used in financing activities                                                        |                                    |  |      | (13,589,000 | ) |   | (9,851,000  | )
|                                                                                             |                                    |  |      |            
|Effects of exchange rates on cash                                                            |                                    |  |      | 3,519,000   |   |   | 2,473,000   |  
|                                                                                             |                                    |  |      |            
|Net decrease in cash and cash equivalents                                                    |                                    |  |      | (8,200,000  | ) |   | (6,245,000  | )
|Cash and cash equivalents at the beginning of the period                                     |                                    |  |      | 96,897,000  |   |   | 108,544,000 |  
|                                                                                             |                                    |  |      |            
|Cash and cash equivalents at the end of the period                                           |                                    |  | $    | 88,697,000  |   | $ | 102,299,000 |  
|                                                                                             |                                    |  |      |            
|Supplemental disclosures:                                                                    |                                    |  |      |             |   |   |             |  
|Income taxes paid                                                                            |                                    |  | $    | 2,575,000   |   | $ | 5,228,000   |  
|                                                                                             |                                    |  |      |            
|Interest paid                                                                                |                                    |  | $    | 2,000       |   | $ | 4,000       |  
|                                                                                             |                                    |  |      |            

See accompanying notes to condensed consolidated financial statements.

6



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LEARNING TREE INTERNATIONAL, INC.AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)

Note 1  Operations and Significant Accounting Policies:

The accompanying condensed consolidated financial statements have been prepared by Learning Tree International, Inc. (Learning Tree) pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been
condensed or omitted pursuant to such regulations. The condensed consolidated financial statements reflect all adjustments and disclosures which are, in the opinion of management, necessary for a fair presentation. All such adjustments are of a
normal recurring nature. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended September 30, 2002
that are contained in Learning Trees 2002 Annual Report on Form 10-K. Learning Trees business is subject to substantial risk and fluctuations in earnings. See Managements Discussion and Analysis of Financial Condition and
Results of Operations.

Note 2   Computation of Earnings per Common Share and Earnings per Common Share Assuming Dilution:

Earnings per common share and earnings per common share assuming dilution are computed using the weighted average number of shares of Common Stock outstanding during the
period. Earnings per common share assuming dilution are computed by including the dilutive effect, if any, of all outstanding options to purchase Common Stock using the treasury stock method. To calculate the number of diluted shares outstanding,
55,000 shares and 56,000 shares were added to the weighted average number of shares outstanding for the three and nine month periods ended June 30, 2003, respectively. Approximately 187,000 shares and 278,000 shares were added to the weighted
average number of shares outstanding for the three and nine month periods ended June 30, 2002, respectively. Approximately 1,672,000 and 1,469,000 stock options were excluded from the calculation of earnings per common share assuming dilution for
the third quarters of fiscal 2003 and 2002, respectively, because they were antidilutive.

Note 3   Repurchase of Company Stock:

During the third quarter of fiscal 2003, Learning Tree repurchased approximately 194,000 shares of its Common Stock on the open market at a total cost of $2,815,000. During
the nine months ended June 30, 2003, Learning Tree repurchased approximately 994,000 shares of its Common Stock on the open market at a total cost of $14,139,000. Learning Tree may make additional purchases through open-market transactions, but
has no commitments to do so.

7



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Note 4  Employee Stock Options:

Learning Tree applies APB
Opinion No. 25 Accounting for Stock Issued to Employees in accounting for its stock option plans. Learning Tree adopted the disclosure provisions of SFAS No. 148 Accounting for Stock-Based Compensation-Transition and
Disclosure in the second quarter of fiscal 2003.

The exercise price of all stock options granted under Learning Trees stock
option plans was equal to their fair market value at the dates of the grants. Accordingly, no compensation cost was recognized for stock options granted to employees during the first nine months of fiscal 2002 and 2003. Had compensation cost for the
options granted been determined based upon the estimated fair value at the grant dates in accordance with SFAS No. 123 Accounting for Stock-Based Compensation, Learning Trees net income and earnings per common share would have been
reduced to the pro forma amounts below:

|                                                          |                            |  |                           |           |      |   |           |   |   |            |   |   |            |  
|--------------------------------------------------------- | -------------------------- |  | ------------------------- | --------- | ---- | - | --------- | - | - | ---------- | - | - | ---------- | -
|                                                          | Three Months EndedJune 30, |  | Nine Months EndedJune 30, |          
|                                                          | 2003                       |  | 2002                      |           | 2003 |   | 2002      |  
|Net income as reported                                    |                            |  | $                         | 1,002,000 |      | $ | 2,939,000 |   | $ | 3,775,000  |   | $ | 6,551,000  |  
|Less: stock-based employee compensation cost (net of tax) |                            |  |                           | (477,000  | )    |   | (497,000  | ) |   | (1,477,000 | ) |   | (1,429,000 | )
|                                                          |                            |  |                           |           |      |   |           |  
|Pro forma net income                                      |                            |  | $                         | 525,000   |      | $ | 2,442,000 |   | $ | 2,298,000  |   | $ | 5,122,000  |  
|                                                          |                            |  |                           |           |      |   |           |  
|As reported:                                              |                            |  |                           |           |      |   |           |   |   |            |   |   |            |  
|Earnings per common share                                 |                            |  | $                         | 0.06      |      | $ | 0.16      |   | $ | 0.22       |   | $ | 0.35       |  
|                                                          |                            |  |                           |           |      |   |           |  
|Earnings per common share assuming dilution               |                            |  | $                         | 0.06      |      | $ | 0.16      |   | $ | 0.22       |   | $ | 0.34       |  
|                                                          |                            |  |                           |           |      |   |           |  
|Pro forma:                                                |                            |  |                           |           |      |   |           |   |   |            |   |   |            |  
|Earnings per common share                                 |                            |  | $                         | 0.03      |      | $ | 0.13      |   | $ | 0.13       |   | $ | 0.27       |  
|                                                          |                            |  |                           |           |      |   |           |  
|Earnings per common share assuming dilution               |                            |  | $                         | 0.03      |      | $ | 0.13      |   | $ | 0.13       |   | $ | 0.27       |  
|                                                          |                            |  |                           |           |      |   |           |  

The preceding pro forma amounts have been calculated using the Black-Scholes
option-pricing model to estimate the fair value of the options granted. During the quarter and nine months ended June 30, 2003, respectively, the pro forma amounts were calculated using the following assumptions: risk-free interest rates of
1.7% and 1.9%; a dividend yield of zero; an expected life of two and one-half years; and a volatility of 55%. Based upon these assumptions, the pro forma weighted average fair value of the options granted during the quarter and nine months ended
June 30, 2003 was $4.98 and $4.93, respectively. For options granted during the quarter and nine months ended June 30, 2002, respectively, the preceding pro forma amounts were calculated with the following assumptions: risk-free interest rates of
3.4% and 3.2%; a dividend yield of zero; an expected life of two and one-half years; and a volatility of 55%. Based upon these assumptions, the pro forma weighted average fair value of the options granted during the quarter and nine months ended
June 30, 2002 was $7.63 and $8.42, respectively.

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Item 2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Except for historical statements and discussions, this discussion consists of forward-looking statements. The words anticipate,
estimate, project, believe, expect and similar expressions are intended to identify forward-looking statements. Please do not put undue reliance on forward-looking statements. Forward-looking
statements are based on certain factors and assumptions about future risks and uncertainties. Many, but not all, of these factors and assumptions are identified in Exhibit 99.1, Risk Factors to Learning Tree International, Inc.s
(Learning Trees) 2002 Annual Report on Form 10-K (Exhibit 99.1"). Although Learning Tree believes that the assumptions are reasonable, it is likely that at least some of the forward-looking statements will not come true.
Accordingly, Learning Trees actual results will differ from those suggested by any forward-looking statement, and those differences could be material. Factors that could cause or contribute to such differences include, among others, those
factors included in Exhibit 99.1, as well as those discussed in other places in Learning Trees filings with the Securities and Exchange Commission. For example, actual results could differ materially from those projected as a result of
Learning Trees dependence on the timely development, introduction and customer acceptance of courses and products; risks in technology development and introduction; risks associated with the introduction of e-learning by Learning Trees
competitors; the impact of competition and pricing pressures; Learning Trees ability to attract and retain key management and other personnel; risks associated with international operations, including currency fluctuations; the effect of
changing economic conditions; Learning Trees ability to maintain its current operating margins; the effect of adverse weather conditions, strikes, acts of war or terrorism and other external events. Should one or more of these risks, or any
other risk, materialize, or should one or more of the underlying assumptions prove to be incorrect, Learning Trees actual results may vary materially from those anticipated, estimated, expected or projected. In light of the risks and
uncertainties, there can be no assurance that any forward-looking information will in fact prove to be correct. Learning Tree does not undertake any obligation to update forward-looking statements.

Overview

Learning Tree is a leading worldwide vendor-independent provider of training to information
technology (IT) professionals working in business and government organizations. Approximately two-thirds of Learning Tree participants come from Fortune 1000-level companies, their international equivalents and government organizations,
and approximately one-third come from small and medium-size companies.

Learning Tree offers a broad, proprietary library of intensive four-
and five-day courses, comprising 150 different course titles representing over 3,800 hours of training at June 30, 2003. Learning Tree courses focus on client/server technology, operating systems, programming languages, intranet/Internet/Web
applications, computer networks, computer and network security, databases, software engineering, object-oriented technology and management.

As a vendor-independent provider of IT training, Learning Tree designs its own courses to provide participants an unbiased perspective of software and hardware products and
the ability to compare and integrate multiple platforms and technologies from various vendors in a single course. Learning Tree uses a well-defined, systematic approach in developing and updating its course library to provide training that is
immediately relevant to course participants working in a broad range of applications and industries. Learning Tree courses are highly interactive and are translated into French, Swedish and Japanese.

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Learning Trees courses are recommended for one or two semester hours of college credit by the American Council on Education, and are accepted for college credit at the University
of Phoenix. Learning Trees proprietary course development process also allows it to customize its courses for delivery at its customers sites.

Learning Tree had been engaged in limited development and testing of Internet-based e-learning course formats and packages. However, Learning Tree was unable to find what
it believed could be a profitable and sustainable e-learning business model. As a result, during the second quarter of fiscal 2003, Learning Tree terminated its e-learning development program.

Results of Operations

In the third quarter of fiscal 2003, Learning Trees revenues decreased by 13% to
$39.1 million from $45.0 million for the corresponding quarter of fiscal 2002. Income from operations for the third quarter of fiscal 2003 was $1.1 million versus $3.5 million for the same quarter of fiscal 2002. Net income for the third
quarter of fiscal 2003 was $1.0 million compared to $2.9 million in the third quarter of fiscal 2002.

For the first nine months of fiscal
2003, Learning Trees revenues decreased by 13% to $115.9 million from $132.8 million for the corresponding period of fiscal 2002. Income from operations for the first nine months of fiscal 2003 was $4.1 million versus $8.1 million for the
same period of fiscal 2002. Net income for the first nine months of fiscal 2003 was $3.8 million compared to $6.6 million in the corresponding period of fiscal 2002.

Revenues.  The decreases in Learning Trees revenues in the third quarter and first nine months of fiscal 2003 are due to declines in the
number of course participants.

During the third quarter of fiscal 2003, Learning Tree trained 23,425 course participants, a 19% decrease
from the prior years 28,896 course participants. For the first nine months of fiscal 2003, Learning Tree trained 70,170 course participants, a 19% decrease from the prior years 86,628 course participants. Learning Tree believes that the
sluggishness in the IT industry has resulted in continued year-over-year declines in spending on IT training.

For the third quarter of
fiscal 2003, revenues reflect an 8% increase in average revenue per attendee. Approximately 7% of the improvement was due to changes in foreign exchange rates. The remaining improvement was primarily due to an increase in the proportion of course
participants using Training Vouchers compared to those using Training Passports. Training Vouchers are discounted less from list prices than Training Passports. For the first nine months of fiscal 2003, revenues reflect an 8% increase in average
revenue per attendee. Approximately 6% of the improvement was due to changes in foreign exchange rates. The remaining increase for the first nine months of fiscal 2003 was primarily due to an increase in the proportion of course participants using
Training Vouchers and attending single courses compared to those using Training Passports.

Cost of
Revenues.  Learning Trees cost of revenues primarily includes the costs of course instructors and their travel and living expenses, course materials and equipment, freight, classroom facilities and refreshments. Learning Tree
has structured its business so that the majority of its course costs are variable and depend primarily upon the number of course events conducted. Learning Tree schedules its course events throughout the year based on its assessment of demand. Since
Learning Trees instructors typically work full-time in the IT industry and teach Learning Tree course events as needed, Learning

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Trees instructor-related costs are largely variable. Learning Trees expenses associated with its own education centers are largely fixed. However, Learning Tree can moderate
its overall facility expenses to some extent by varying its use of rented hotel and conference facilities.

During the third quarter of
fiscal 2003, the cost of revenues increased to 48.5% of revenues compared to 44.4% in the third quarter of fiscal 2002. For the first nine months of fiscal 2003, the cost of revenues increased to 47.7% of revenues compared to 44.8% for the same
period of the prior year.

Changes in foreign exchange rates increased the cost of revenues by approximately 7% in the third quarter of
fiscal 2003 and 6% in the nine months ended June 30, 2003. However, these changes did not materially affect the gross margin percentages since changes in exchange rates also increased third quarter and year-to-date revenues by similar
percentages.

For the third quarter of fiscal 2003, excluding the impact of exchange rates, the cost of revenues as a percentage of revenues
reflects a 4% decrease in average revenue per event and a 5% increase in the average cost per event compared to the same period of fiscal 2002. For the first nine months of fiscal 2003, also excluding the impact of exchange rates, the cost of
revenues as a percentage of revenues reflects a 5% decrease in average revenue per event and a 2% increase in the average cost per event compared to the same period of fiscal 2002. The decreases in average revenue per event reflect a lower average
number of attendees per event, partially offset by the increases in average revenue per attendee discussed above. Learning Tree believes that the decreases in the average number of attendees per event primarily reflect the current economic
conditions in the IT industry, which lowered Learning Trees overall attendance rate. The increases in the average cost per event primarily reflect the impact of reduced utilization of Learning Trees education centers, course equipment
and other fixed costs which were spread over fewer events, partially offset by Learning Trees cost reduction and control measures, including the adjustment of staffing and the continued negotiation of supplier costs.

The cost of revenues for the third quarter of fiscal 2003 was $19.0 million compared to $20.0 million for the same quarter of fiscal 2002. For the first
nine months of fiscal 2003, the cost of revenues was $55.3 million compared to $59.5 million for the corresponding period of fiscal 2002. These decreases primarily reflect a 15% decrease in the number of course events conducted during the third
quarter of fiscal 2003 and a 14% decrease in the number of course events conducted for the first nine months of fiscal 2003. During the third quarter of fiscal 2003, Learning Tree presented 1,828 events compared to 2,148 events during the same
period in fiscal 2002. For the first nine months of fiscal 2003, Learning Tree presented 5,412 events compared to 6,276 during the corresponding period of fiscal 2002. The decreases in the cost of revenues also reflect the effect of Learning
Trees cost reduction and control measures. These savings were partially offset by the impact of foreign exchange rate changes.

Course Development Expenses.  Learning Tree maintains a disciplined process to develop new courses and update its existing courses. The costs
incurred in that process, principally for internal product development staff and for subject matter experts, are expensed when incurred, and are included in course development expenses. Course development expenses also included all costs of Learning
Trees e-learning development activities.

In the third quarter of fiscal 2003, course development expenses were 4.7% of revenues
compared to 5.1% for the same quarter of fiscal 2002. For the first nine months of fiscal 2003, course development expenses were 5.2% of revenues compared to 5.3% for the corresponding period in the prior year. The decreases in the third quarter and
the first nine months reflect reductions in absolute expenditures on

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course development compared to the comparable periods in fiscal 2002, partially offset by the effect of the declines in revenues. The reductions in course development expenditures
primarily reflect cost reductions realized in author-related expenses, personnel costs, and the termination of the e-learning development program in the second quarter of fiscal 2003. Course development expenses decreased 20% to $1.9 million for the
third quarter of fiscal 2003 from $2.3 million for the same period last year. For the first nine months of fiscal 2003, course development expenses decreased 15% to $6.0 million from $7.1 million for the corresponding period in the prior
year.

During fiscal 2003, Learning Tree released additional course titles on topics such as risk management, Microsoft Operations Manager,
..NET development, Java programming, Crystal reports, Windows Server 2003, network vulnerability assessment and defense, Oracle 9iAS and MySQL. Learning Tree is currently developing new titles in the areas of management, Windows 2003 and
WiFi.

At the end of June 30, 2003, Learning Tree offered 150 course titles compared to 157 a year ago. During the third quarter of
fiscal 2003, Learning Tree introduced six new titles and retired three old titles. In general, titles are retired when the profits they generate are not sufficient to justify the ongoing cost of marketing them and maintaining their technological
content.

During the fourth quarter of fiscal 2003, Learning Tree expects to have approximately 154 course titles. The actual number of
course titles that Learning Tree will execute, and their delivery dates, are subject to the rate of new technological developments and perceived customer demand. Thus, Learning Tree may or may not develop more titles than it retires in any period.
Course development costs may increase in the future if Learning Tree expands its course library.

Sales and Marketing
Expenses.  Sales and marketing expenses include salaries, commissions and travel-related costs for sales and marketing personnel, the costs of designing, producing and distributing direct mail marketing and media advertisements,
and the costs of information systems to support these activities.

For the third quarter of fiscal 2003, sales and marketing expenses were
29.5% of revenues compared to 28.6% in the third quarter of fiscal 2002. For the first nine months of fiscal 2003, sales and marketing expenses were 28.1% of revenues compared to 29.3% in the corresponding period of fiscal 2002. The increase during
the third quarter of fiscal 2003 was a result of the effect of lower revenues, partially offset by an absolute reduction in sales and marketing expenses compared to the same period in fiscal 2002. The improvement for the first nine months of fiscal
2003 resulted from absolute reductions in sales and marketing expenditures, which more than offset the effect of the decline in revenues. During the third quarter of fiscal 2003, sales and marketing expenses decreased by 10% to $11.5 million from
$12.9 million for the same period last year. For the first nine months of fiscal 2003, sales and marketing expenses decreased by 16% to $32.6 million from $39.0 million for the corresponding period of fiscal 2002. The reductions in sales and
marketing expenses primarily reflect the results of initiatives to adjust marketing expenditures and sales staffing based on current operating levels, in addition to lower selling commissions. Learning Tree generally has the ability to adjust its
expenditures for sales and marketing depending on its expectations of future customer demand, market conditions, strategic objectives and other factors. However, if Learning Trees expectations prove to be wrong, any significant revenue
shortfall would have a material adverse effect on Learning Trees results of operations.

General and Administrative
Expenses.  As a percentage of revenue, general and administrative costs increased to 14.5% in the third quarter of fiscal 2003 from 14.2% in the corresponding period of fiscal

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2002. For the first nine months of fiscal 2003, these costs increased to 15.4% from 14.5% as a percentage of revenues compared to the same period of the 2002 fiscal year. These
increases were a result of the effect of lower revenues, partially offset by an absolute reduction in general and administrative expenses. General and administrative expenses decreased in the third quarter of fiscal 2003 by 11% to $5.7 million
compared to $6.4 million in the same quarter of fiscal 2002. For the first nine months of fiscal 2003, general and administrative expenses decreased by 7% to $17.9 million from $19.3 million for the corresponding period in fiscal 2002. The decreases
in general and administrative expenses primarily reflect Learning Trees cost reduction and control measures, including reduced staffing levels. These improvements were partially offset by the effects of changes in exchange rates and pay rate
increases for non-managerial staff.

Other Income (Expense).  Other income (expense) is primarily comprised of
interest income and foreign currency transaction gains and losses. In the third quarter of fiscal 2003, other income (expense) decreased to income of $475,000 from $1.1 million for the corresponding quarter in fiscal 2002. This decrease primarily
reflects the impact of changes in exchange rates and a decrease in interest income. For the first nine months of fiscal 2003, other income (expense) decreased to income of $1.8 million from $2.1 million for the corresponding period of fiscal
2002. This decrease primarily reflects a decrease in interest income.

Learning Tree recorded foreign exchange losses of $21,000 in the
third quarter of fiscal 2003 compared to foreign exchange gains of $446,000 in the third quarter of fiscal 2002. For the first nine months of fiscal 2003, Learning Tree recorded foreign exchange gains of $194,000 compared to gains of $94,000 in the
corresponding period of fiscal 2002. These transaction gains and losses arose from receivables and payables denominated in currencies other than the functional currencies of Learning Trees foreign subsidiaries.

Interest income declined to $471,000 from $659,000 in the third quarter of fiscal 2003 and to $1.5 million from $2.2 million in the first nine months of fiscal 2003
compared to the corresponding periods of fiscal 2002. The decreases in interest income are primarily due to lower interest rates, as well as declines in Learning Trees average cash balances. Learning Trees average cash balances declined
as a result of repurchases of its Common Stock, partially offset by cash from operations and the favorable effect of foreign exchange rates on cash.

Income Taxes.  In the third quarter of fiscal 2003, the provision for income taxes decreased $1.1 million to $551,000 compared to $1.6 million
for the same quarter of fiscal 2002. For the first nine months of fiscal 2003, the provision for income taxes decreased $1.5 million to $2.1 million compared to $3.6 million for the same period in fiscal 2002. The decreases in income tax provisions
reflect the decreases in taxable income.

Fluctuations in Quarterly Results

Historically, Learning Trees quarterly operating results have fluctuated, and that is expected to continue in the future. The fluctuations may be caused by many
factors such as the frequency and availability of course events; the number of weeks in a quarter during which courses can be conducted; the timing, timely delivery, frequency and size of, and response to Learning Trees direct mail marketing
and advertising campaigns; the timing of the introduction of new course titles; the mix between course events held at customer sites and course events held in Learning Trees education centers and hotels; competitive forces within current and
anticipated future markets served by Learning Tree; Learning Trees ability to attract customers and meet their expectations; currency fluctuations and other risks

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inherent in international operations; natural disasters, external strikes, acts of war or terrorism, and other external factors; and general economic conditions and industry-specific
slowdowns. Fluctuations in quarter-to-quarter results may also occur as a result of differences in the timing of Learning Trees spending on development and marketing of its courses and receiving revenues from its customers.

Learning Trees quarterly revenues and income typically reflect seasonal patterns. Generally, Learning Trees revenue and operating income are
greater in the second half of its fiscal year (April through September) than in the first half (October through March). This is due in large part to seasonal spending patterns of Learning Trees customers, which are affected by, among other
things, matters such as their budgetary considerations; factors specific to their business or industry; and weather, holiday and vacation considerations. However, the effects of periods of rapid acceleration or deceleration of revenues can offset
these seasonal effects. There can be no assurance that these seasonal factors or their effects will remain in the future.

Liquidity and Capital Resources

Cash and cash equivalents decreased to $88.7 million at June 30, 2003 from $96.9 million at September 30, 2002. The decrease in cash and cash equivalents reflects
repurchases of Learning Trees Common Stock, partly offset by cash from operations and the favorable effect of exchange rates on cash.

During the third quarter of fiscal 2003, Learning Tree repurchased approximately 194,000 shares of its Common Stock for approximately $2,815,000. During the first nine
months of fiscal 2003, Learning Tree paid approximately $14.1 million to repurchase approximately 994,000 shares of its Common Stock. Learning Tree may make additional purchases through open-market transactions, but has no commitments to do
so.

Cash provided by operations for the first nine months of fiscal 2003 was $3.7 million compared to cash provided by operations of $3.5
million in the first nine months of fiscal 2002. However, cash from operations in the first nine months of the prior fiscal year was reduced by the payment of approximately $2.7 million for stock that had been repurchased at the end of fiscal 2001.
After eliminating the effect of these stock repurchases on accounts payable, cash provided by operations in the first nine months of fiscal 2002 was approximately $6.2 million compared to the $3.7 million provided in the first nine months this
fiscal year. The increase in cash from operations in fiscal 2003 primarily reflects the effect of the $2.7 million stock repurchase at the end of fiscal 2001 on fiscal 2002 cash from operations and lower income tax payments in fiscal 2003.
These effects were partially offset by lower profitability and reductions in advance payments by customers for future courses. At June 30, 2003, Learning Tree had working capital of $40.8 million.

During the first nine months of fiscal 2003, Learning Tree invested $2.1 million in equipment and facilities compared to $3.4 million in the same period of fiscal 2002. The
investments in the current year primarily relate to purchases of course equipment. The higher level of investments during fiscal 2002 was primarily related to purchases of course equipment and the build-out of a second education center in Paris,
France, which opened in the third quarter of fiscal 2002. Although Learning Tree expects to continue to invest in additional equipment in fiscal 2003, Learning Tree had no material future purchase obligations, capital commitments or debt, as of June
30, 2003. Accordingly, Learning Tree believes its cash and cash equivalents and the cash provided by its operations will be sufficient to meet its cash requirements for the foreseeable future.

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Critical Accounting Policies           Managements discussion and analysis of Learning Trees financial condition
and results of operations is based upon Learning Trees condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial
statements requires management to make judgments, estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The following list of critical
accounting policies is not intended to be a comprehensive list of all of Learning Trees accounting policies. Learning Trees significant accounting policies are more fully described in Learning Trees 2002 Annual Report on Form 10-K
in Note 1 of the Notes to Consolidated Financial Statements. The following represents a summary of Learning Trees critical accounting policies, defined as those policies that Learning Tree believes are the most important to the
portrayal of Learning Trees financial condition and results of operations, and/or require managements significant judgments and estimates.

Revenue Recognition.   Course events range from three to five days, with an average of approximately four days. For individual course enrollments,
it is Learning Trees policy to recognize revenues and the related direct costs of course events as courses are delivered on a straight-line basis. However, for administrative purposes, the revenues and the related costs of course events are
recorded upon commencement of each course event. The difference between Learning Trees revenue recognition policy and recording revenues and related course costs on a straight-line basis is inconsequential.

Learning Tree offers its customers a multiple-course sales discount referred to as a Training Passport. A Training Passport allows an individual passport holder to attend
up to a specified number of Learning Tree courses over a one-year period for a fixed price. For a Training Passport, the amount of revenue recognized for each attendance in a course is based upon the selling price of the Training Passport, the list
price of the course taken and the estimated average number of courses passport holders will actually attend. Upon expiration of a Training Passport, Learning Tree records the difference, if any, between the revenues previously recognized and the
Training Passport selling price. The estimated attendance rate is based upon the historical experience of the average actual number of course events that Training Passport holders have been attending. The average actual attendance rate for all
expired Training Passports has closely approximated the estimated rate utilized by Learning Tree. If the Training Passport attendance rates change, the revenue recognition rate for all active Training Passports and for all Training Passports sold
thereafter is adjusted. Learning Tree believes it is appropriate to recognize revenues on this basis in order to more closely match revenue and related costs, as the substantial majority of its Passport holders do not attend the maximum number of
course events permitted under their Training Passport. Learning Tree believes that the use of historical data is reasonable and appropriate because of the relative stability of the average actual number of course events attended by the tens of
thousands of Passport holders since the inception of the program in fiscal 1993. Although Learning Tree has seen no material changes in the historical rates as the number of course titles has changed, it monitors such potential effects. In general,
determining the estimated average number of course events that will be attended by a Training Passport holder is based on historical trends that may not continue in the future. These estimates could differ in the near term from amounts used in
arriving at the reported revenue.

Learning Tree also offers a multiple-course sales discount referred to as Training Vouchers. Under Learning
Trees Training Vouchers, the customer buys the right to send a specified number of attendees to Learning Tree courses over a one-year period for a fixed price. Revenue is recognized on a pro rata

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basis for each attendance. If a Training Voucher expires unused, Learning Tree records the selling price of the expired Training Voucher as revenue.

Prepaid Marketing Expenses.   Prepaid marketing expenses are charged to income in the month in which the advertising materials are mailed since the
benefit period for such costs is short and the amount of such future benefit is not practically measurable.

Course Development Costs.
   Course development costs are charged to operations in the period incurred.

Stock Based Compensation.   Learning
Tree applies APB Opinion No. 25 Accounting for Stock Issued to Employees in accounting for its stock option plans. The exercise price of all stock options granted under Learning Trees stock option plans was equal to their fair
market value at the dates of the grants. Accordingly, no compensation cost was recognized for stock options granted to employees during fiscal 2002 and 2003.

Foreign Currency.   Learning Tree translates the financial statements of its foreign subsidiaries from the local (functional) currencies to U.S.
dollars in accordance with SFAS No. 52 Foreign Currency Translation. The rates of exchange at the end of each reporting period are used for translating the balance sheets and the average monthly rates of exchange for each reporting
period are used for the statements of operations. Gains or losses arising from the translation of the foreign subsidiaries financial statements are included in the accompanying consolidated balance sheets as a separate component of
stockholders equity. Gains or losses resulting from foreign currency transactions are included in Learning Trees consolidated statements of operations.

To date, Learning Tree has not sought to hedge the risk associated with fluctuations in currency exchange rates, and therefore continues to be subject to such
risk.

Facilities, Intangible and Other Long-Lived Assets.     Equipment, property and leasehold improvements are
recorded at cost and depreciated or amortized using the straight-line method over the assets estimated useful lives.

Learning Tree periodically
reviews the carrying value of its facilities, intangible and other long-lived assets to identify and assess any impairment of the carrying value.

Facilities Leases.     Learning Tree leases its facilities under various operating lease agreements. Certain provisions of these leases
provide for cash incentives, graduated rent payments and other inducements. Learning Tree recognizes rent expense on a straight-line basis, which more closely reflects the benefits received. The value of any lease incentives or inducements, along
with the excess of the rent expense recognized over the rentals paid is recorded as deferred facilities rent charges in the accompanying consolidated financial statements.

Income Taxes.     Learning Tree applies SFAS No. 109 Accounting for Income Taxes, in accounting for income taxes. Under SFAS
No. 109, deferred income tax assets and liabilities arise from carryforwards and from temporary differences between the tax basis of assets and liabilities and the book basis of such assets and liabilities as reported in the financial statements.
Deferred income tax assets arise from expected reductions in taxes payable in future periods. Deferred tax assets reflect managements estimate of the amounts that will be realized from future profitability and can be predicted with

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reasonable certainty. Deferred income tax liabilities represent taxes Learning Tree expects to pay in future periods.

Outlook For Fiscal
2003          Throughout this document, there have been various forward-looking statements. However, all of the statements in this entire section are forward-looking and subject to various risks
and uncertainties, including those detailed from time to time in Learning Trees filings with the Securities and Exchange Commission, including Learning Trees 2002 Annual Report on Form 10-K and in Exhibit 99.1, Risk Factors.
As economic and market conditions change at any time, Learning Trees future revenues, plans and expenditures will vary from the observations below, and these differences may be material.

Backlog.     At June 30, 2003, Learning Tree had a backlog of orders for its courses of approximately $33.0 million, which
represented approximately a 3% increase compared to the backlog at June 30, 2002. Only a portion of Learning Trees backlog is funded. There can be no assurance that orders comprising the backlog will be realized as revenue.

Recent Trends.    Learning Tree believes that its business will continue to be influenced by world events, by the economy and by
spending trends in the corporate marketplace for IT. The timing of a recovery in spending on IT remains uncertain and Learning Tree has yet to see any discernable sustained improvement in demand from its customers. Learning Tree believes that the
sluggishness in the IT industry is continuing to depress spending on IT training. Therefore, Learning Tree believes that until the IT industry begins to improve, it is prudent to operate its business based on an assumption that future quarterly
revenues could continue at lower levels than in the equivalent periods last year.

Based upon Learning Trees assessment of the current market
conditions, it expects to continue to manage worldwide staffing levels to reflect current revenue expectations, and to continue to refine its marketing programs with the goal of achieving continued improvements in effectiveness. In addition,
Learning Tree is continuing its efforts to improve its procedures for course scheduling with the goal of improving attendees per event, and thus revenue per event, at its courses.

Learning Tree is also continuing its efforts to enhance quality levels even further in its core strengths: its expert instructors, its proprietary content library, its
state-of-the-art classrooms and its worldwide course delivery systems. During the first nine months of fiscal 2003, Learning Trees course participants awarded its instructors and courses the highest quality ratings in Learning Trees
29-year history.

Effect of Exchange Rates.     Approximately half of Learning Trees business is conducted in
currencies other than U.S. dollars, and fluctuations in exchange rates will impact future revenues and expenses when translated into dollars. If current exchange rates remain stable through the remainder of fiscal 2003, revenues would be favorably
impacted by approximately 5% in the fourth quarter and approximately 6% for the full fiscal year compared to the corresponding periods in fiscal 2002. Conversely, foreign currency denominated expenses would be unfavorably impacted by similar
percentages in these periods.

Fourth Quarter 2003 Revenues.     A number of factors may influence Learning Trees
revenues in the fourth fiscal quarter ending September 30, 2003. These include the following:

| |   |                                                                   
| | - | ------------------------------------------------------------------
| |  | Recent economic trends in the IT industry appear to be continuing.

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| |   |                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Learning Trees revenues in the fourth fiscal quarter are typically slightly lower than in the third fiscal quarter because of the European summer holiday periods.

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | At June 30, 2003, Learning Trees backlog of approximately $33.0 million was approximately 3% higher than at June 30, 2002. A month later, at July 31, 2003, Learning Trees overall backlog of approximately
$34.4 million was approximately 7% higher than it was at July 31, 2002. Also at July 31, 2003, revenues for July courses plus backlog for courses in August and September was approximately 5% lower than at July 31, 2002.

| |   |                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | As discussed above, if exchange rates remain stable through the remainder of the fourth quarter, revenues would be favorably impacted by approximately 5%. This effect is already partly reflected in the
backlog.

| |   |                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Learning Tree expects to have approximately 154 course titles in the fourth quarter of fiscal 2003 compared with 158 course titles in the fourth quarter of the prior year.

Based on these factors, Learning Tree believes that revenues in the fourth quarter of fiscal 2003 could be up to 2.5% less than revenues in the third quarter of fiscal
2003.

Fourth Quarter Gross Margin.     Learning Tree has been working to improve its procedures for course scheduling
in order to improve revenue per event. As a result, Learning Tree expects gross margin for the fourth quarter of fiscal 2003 to be approximately 1% to 1-1/2% better than in the third quarter of fiscal 2003.

Fourth Quarter Operating Expenses.     Over the last few quarters, Learning Tree has been refining its marketing program to increase its
effectiveness. These efforts resulted in reduced marketing expenditures during that period. While Learning Tree has not yet seen any sustained improvement in the IT market, based upon continuing analysis and refinement of its marketing program,
Learning Tree believes that it can increase its future revenues and profitability by increasing the level of its selling and marketing activities. As a result, Learning Tree plans to increase its fourth quarter sales and marketing expenditures by
$500,000 to $800,000 over the third quarter of fiscal 2003. Learning Tree believes that these additional expenditures in the quarter will primarily affect revenues in fiscal 2004.

In the fourth quarter of fiscal 2003, Learning Tree plans to maintain the reduced levels of course development and general and administrative expenses that it achieved in
the third quarter of fiscal 2003. Learning Tree expects that the resulting savings, compared to the prior year, will approximately offset the increased level of sales and marketing expense. Therefore, Learning Tree expects overall fourth quarter
operating expenses to be approximately the same as they were in the fourth quarter last year.

Fourth Quarter Interest Income.
    Interest income reflects changes in interest rates, as well as changes in average cash balances. Learning Tree expects fourth quarter interest income to be slightly lower than it was in the third quarter of fiscal 2003
primarily due to reduced interest rates.

2003 Tax Rate.     Learning Tree estimates that its tax rate in fiscal 2003
will be approximately 35.5%, or about the same as it was in fiscal 2002.

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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Learning Trees cash equivalents are
diversified and consist primarily of investment grade securities of high-quality financial institutions and corporations. The fair value of Learning Trees portfolio of marketable securities would not be significantly impacted by either a 10
percent (approximately 10 basis points) increase or decrease in the rates of interest due primarily to the short-term nature of the portfolio. Learning Tree does not hold or issue derivative financial instruments.

Learning Trees consolidated financial statements are prepared in U.S. dollars, while the operations of its foreign subsidiaries are conducted in their respective
local currencies. Consequently, changes in exchange rates can result in exchange losses. The impact of future exchange rates on Learning Trees results of operations cannot be accurately predicted. To date, Learning Tree has not sought to hedge
the risks associated with fluctuations in exchange rates and therefore continues to be subject to such risks. In the future, Learning Tree may undertake such transactions. However, any hedging techniques implemented by Learning Tree might not be
successful in eliminating or reducing the effects of currency fluctuations.

Item 4.  CONTROLS AND PROCEDURES

Learning Tree maintains disclosure controls and procedures designed to ensure
that information required to be disclosed by Learning Tree in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and
Exchange Commissions rules and forms. Learning Trees disclosure controls and procedures are designed to provide reasonable, not absolute, assurance of achieving their objectives. As of the end of the period covered by this report,
Learning Tree carried out an evaluation of the effectiveness of the design and operation of Learning Trees disclosure controls and procedures pursuant to Exchange Act Rules 13a-14 and 15d-14. The evaluation was conducted under the supervision
of, and with the participation of, Learning Trees management, including Learning Trees Chief Executive Officer (CEO) and Chief Financial Officer (CFO). Based upon that evaluation, and subject to the limitations
noted below, Learning Trees CEO and CFO concluded that Learning Trees disclosure controls and procedures are effective at the reasonable assurance level in alerting them, on a timely basis, to material information relating to
Learning Tree (including its consolidated subsidiaries) that is required to be included in its periodic filings with the Securities and Exchange Commission.

Since the most recent evaluation of Learning Trees internal control over financial reporting by Learning Trees CEO and CFO, there have been no significant
changes in its internal control over financial reporting or in other factors that could materially affect, or is reasonably likely to materially affect, Learning Trees internal control over financial reporting.

Learning Trees management, including its CEO and CFO, does not expect that its disclosure controls and procedures will prevent all errors and all fraud. A control
system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of
fraud, if any, within Learning Tree have been detected. These inherent limitations include the reality that judgments and decisions can be wrong, although made in good

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faith in light of the information available at the time, and that breakdowns can result from inadvertent errors or mistakes or by management override of the controls. Additionally,
controls can be disrupted and circumvented by the bad faith acts of one or more persons. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals under all potential future circumstances. To maintain adequate and efficient controls, over time, Learning Trees CEO and CFO periodically review Learning Trees internal and disclosure
controls with other members of Learning Trees management and update controls and systems as needed.

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PART II  OTHER INFORMATION

|        |                  
|------- | -----------------
|        |                  
|Item 1. | LEGAL PROCEEDINGS

| |     
| | ----
| | None

|        |                      
|------- | ---------------------
|        |                      
|Item 2. | CHANGES IN SECURITIES

| |               
| | --------------
| |               
| | Not Applicable

|        |                                
|------- | -------------------------------
|        |                                
|Item 3. | DEFAULTS UPON SENIOR SECURITIES

| |               
| | --------------
| |               
| | Not Applicable

|        |                                                  
|------- | -------------------------------------------------
|        |                                                  
|Item 4. | SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

| |               
| | --------------
| |               
| | Not Applicable

|        |                  
|------- | -----------------
|        |                  
|Item 5. | OTHER INFORMATION

| |               
| | --------------
| |               
| | Not Applicable

|        |                                 
|------- | --------------------------------
|        |                                 
|Item 6. | EXHIBITS AND REPORTS ON FORM 8-K

| |    |           
| | -- | ----------
| |    |           
| | a) | Exhibits 

| |      |                                                                                                                       
| | ---- | ----------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                       
| | 31.1 | Certification - certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Principal Executive Officer

| |      |                                                                                                                       
| | ---- | ----------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                       
| | 31.2 | Certification - certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Principal Financial Officer

| |      |                                                                                                                               
| | ---- | ------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                               
| | 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

| |    |                    
| | -- | -------------------
| |    |                    
| | b) | Reports on Form 8-K

| |  |                                                                                                                                                                                                                                                                
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                
| |  | On May 6, 2003, Learning Tree International, Inc. filed a Regulation FD Disclosure on Form 8-K, which included a copy of a press release issued by Learning Tree setting forth its results of operations for
the quarter and six months ended March 31, 2003.

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SIGNATURES

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.

|                       |                                   |                                 
|---------------------- | --------------------------------- | --------------------------------
|                       |                                   |                                 
|                       | LEARNING TREE INTERNATIONAL, INC.
|                       |                                   |                                 
|                       |                                   |                                 
|                       |                                   |                                 
|Dated:  August 8, 2003 | By:                               | /s/ GARYR. WRIGHT               
|                       |                                   |                                 
|                       |                                   | Gary R. Wright                  
|                       |                                   | Chief Financial Officer         
|                       |                                   | (Principal Financial Officer and
|                       |                                   | Duly Authorized Officer)        

22