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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



|x | Quarterly report pursuant to Section 13 and 15 (d) of the Securities Exchange Act of 1934
|- | -----------------------------------------------------------------------------------------



For the quarterly period ended April 1, 2005



or



| ̈ | Transition report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
|- | -----------------------------------------------------------------------------------------



For the transition period from
 to



Commission file number 0-27248



Learning Tree International, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 95-3133814                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer identification 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



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.     Yes  x  No ̈



Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes  x  No ̈



The number
of shares of common stock, $.0001 par value, outstanding as of April 29, 2005, is 16,860,835 shares.



Total number of pages 25



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##### Table of Contents



LEARNING TREE
INTERNATIONAL, INC.



FORM 10-Q



April 1, 2005



TABLE OF CONTENTS



|                             |  |                                                                                                           |  |     
|---------------------------- |  | --------------------------------------------------------------------------------------------------------- |  | ----
|                             |  |                                                                                                           |  | Page
|Part IFinancial Information |  |                                                                                                          
|                             |  |                                                                                                          
|Item 1.                      |  | Financial Statements (unaudited):                                                                         |  |     
|                             |  | Condensed Consolidated Balance SheetsApril 1, 2005 and October 1, 2004                                    |  | 3   
|                             |  | Condensed Consolidated Statements of OperationsThree and Six Months Ended April 1, 2005 and April 2, 2004 |  | 4   
|                             |  | Condensed Consolidated Statements of Stockholders EquitySix Months Ended April 1, 2005 and April 2, 2004 |  | 5   
|                             |  | Condensed Consolidated Statements of Cash FlowsSix Months Ended April 1, 2005 and April 2, 2004           |  | 6   
|                             |  | Notes to Condensed Consolidated Financial Statements                                                      |  | 7   
|                             |  |                                                                                                          
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                     |  | 10  
|                             |  |                                                                                                          
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                                                |  | 21  
|                             |  |                                                                                                          
|Item 4.                      |  | Controls and Procedures                                                                                   |  | 22  
|                             | 
|Part IIOther Information    |  |                                                                                                          
|                             |  |                                                                                                          
|Item 1.                      |  | Legal Proceedings                                                                                         |  | 23  
|Item 2.                      |  | Unregistered Sales of Equity Securities and Use of Proceeds                                               |  | 23  
|Item 3.                      |  | Defaults Upon Senior Securities                                                                           |  | 23  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                       |  | 23  
|Item 5.                      |  | Other Information                                                                                         |  | 24  
|Item 6.                      |  | Exhibits                                                                                                  |  | 24  
|                             | 
|Signatures                   |  | 25                                                                                                       



2



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##### Table of Contents



PART I - FINANCIAL INFORMATION



|Item 1. | FINANCIAL STATEMENTS
|------- | --------------------



LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS



|                                                                                                                                    |  |               |             |                 |   |            
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----------- | --------------- | - | -----------
|                                                                                                                                    |  | April 1, 2005 |             | October 1, 2004
|                                                                                                                                    |  | (Unaudited)   |             |                
|ASSETS                                                                                                                              |  |               |             |                 |   |            
|Current assets:                                                                                                                     |  |               |             |                 |   |            
|Cash and cash equivalents                                                                                                           |  | $             | 79,805,000  |                 | $ | 83,913,000 
|Trade accounts receivable, net                                                                                                      |  |               | 13,764,000  |                 |   | 12,902,000 
|Prepaid marketing expenses                                                                                                          |  |               | 798,000     |                 |   | 814,000    
|Prepaid income taxes                                                                                                                |  |               | 2,802,000   |                 |   | 3,791,000  
|Prepaid expenses and other                                                                                                          |  |               | 5,311,000   |                 |   | 4,337,000  
|                                                                                                                                    |  |               |             |                 |   |            
|Total current assets                                                                                                                |  |               | 102,480,000 |                 |   | 105,757,000
|                                                                                                                                    |  |               |             |                 |   |            
|Equipment, property and leasehold improvements, net                                                                                 |  |               | 20,139,000  |                 |   | 20,811,000 
|Long-term interest-bearing investments                                                                                              |  |               | 9,434,000   |                 |   | 8,929,000  
|Deferred income taxes                                                                                                               |  |               | 499,000     |                 |   | 878,000    
|Other assets                                                                                                                        |  |               | 1,102,000   |                 |   | 1,059,000  
|                                                                                                                                    |  |               |             |                 |   |            
|Total assets                                                                                                                        |  | $             | 133,654,000 |                 | $ | 137,434,000
|                                                                                                                                    |  |               |             |                 |   |            
|LIABILITIES                                                                                                                         |  |               |             |                 |   |            
|Current liabilities:                                                                                                                |  |               |             |                 |   |            
|Trade accounts payable                                                                                                              |  | $             | 10,044,000  |                 | $ | 12,570,000 
|Deferred revenue                                                                                                                    |  |               | 46,803,000  |                 |   | 46,847,000 
|Accrued liabilities                                                                                                                 |  |               | 5,880,000   |                 |   | 5,751,000  
|Income taxes payable                                                                                                                |  |               | 511,000     |                 |   | 286,000    
|                                                                                                                                    |  |               |             |                 |   |            
|Total current liabilities                                                                                                           |  |               | 63,238,000  |                 |   | 65,454,000 
|                                                                                                                                    |  |               |             |                 |   |            
|Deferred income taxes                                                                                                               |  |               | 625,000     |                 |   | 550,000    
|Deferred facilities rent                                                                                                            |  |               | 2,167,000   |                 |   | 2,887,000  
|                                                                                                                                    |  |               |             |                 |   |            
|Total liabilities                                                                                                                   |  |               | 66,030,000  |                 |   | 68,891,000 
|                                                                                                                                    |  |               |             |                 |   |            
|Commitments and contingencies                                                                                                       |  |               |             |                 |   |            
|                                                                                                                                    |  |              
|STOCKHOLDERS EQUITY                                                                                                                |  |               |             |                 |   |            
|Preferred Stock, $.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding                                    |  |               |            |                 |   |           
|Common Stock, $.0001 par value, 75,000,000 shares authorized, 16,861,000 and 16,989,000 shares issued and outstanding,
respectively |  |               | 2,000       |                 |   | 2,000      
|Additional paid-in capital                                                                                                          |  |               |            |                 |   | 9,000      
|Cumulative foreign currency translation adjustment                                                                                  |  |               | 1,245,000   |                 |   | 626,000    
|Retained earnings                                                                                                                   |  |               | 66,377,000  |                 |   | 67,906,000 
|                                                                                                                                    |  |               |             |                 |   |            
|Total stockholders equity                                                                                                          |  |               | 67,624,000  |                 |   | 68,543,000 
|                                                                                                                                    |  |               |             |                 |   |            
|Total liabilities and stockholders equity                                                                                          |  | $             | 133,654,000 |                 | $ | 137,434,000
|                                                                                                                                    |  |               |             |                 |   |            



See accompanying notes
to condensed consolidated financial statements.



3



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##### Table of Contents



LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|-------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | ------------- |  | - | ------------- | - |  | - | ---------- | -
|                                                   |  | Three Months Ended |            |   | Six Months Ended |  
|                                                   |  | April 1, 2005      |            |   | April 2, 2004    |   |            | April 1, 2005 |  |   | April 2, 2004 |  
|Revenues                                           |  | $                  | 34,865,000 |   |                  | $ | 35,729,000 |               |  | $ | 74,627,000    |   |  | $ | 75,596,000 |  
|Cost of revenues                                   |  |                    | 18,445,000 |   |                  |   | 18,475,000 |               |  |   | 37,269,000    |   |  |   | 36,882,000 |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Gross profit                                       |  |                    | 16,420,000 |   |                  |   | 17,254,000 |               |  |   | 37,358,000    |   |  |   | 38,714,000 |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Operating expenses:                                |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Course development                                 |  |                    | 2,010,000  |   |                  |   | 2,078,000  |               |  |   | 3,815,000     |   |  |   | 4,075,000  |  
|Sales and marketing                                |  |                    | 11,448,000 |   |                  |   | 13,403,000 |               |  |   | 21,236,000    |   |  |   | 23,881,000 |  
|General and administrative                         |  |                    | 6,389,000  |   |                  |   | 6,046,000  |               |  |   | 12,997,000    |   |  |   | 11,811,000 |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|                                                   |  |                    | 19,847,000 |   |                  |   | 21,527,000 |               |  |   | 38,048,000    |   |  |   | 39,767,000 |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Loss from operations                               |  |                    | (3,427,000 | ) |                  |   | (4,273,000 | )             |  |   | (690,000      | ) |  |   | (1,053,000 | )
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Other income (expense):                            |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Interest expense                                   |  |                    |           |   |                  |   |           |               |  |   |              |   |  |   |           |  
|Interest income                                    |  |                    | 596,000    |   |                  |   | 337,000    |               |  |   | 1,104,000     |   |  |   | 698,000    |  
|Foreign exchange                                   |  |                    | (40,000    | ) |                  |   | 459,000    |               |  |   | (84,000       | ) |  |   | 582,000    |  
|Other                                              |  |                    | 103,000    |   |                  |   | 218,000    |               |  |   | 114,000       |   |  |   | 222,000    |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|                                                   |  |                    | 659,000    |   |                  |   | 1,014,000  |               |  |   | 1,134,000     |   |  |   | 1,502,000  |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|(Loss) income before provision for income taxes    |  |                    | (2,768,000 | ) |                  |   | (3,259,000 | )             |  |   | 444,000       |   |  |   | 449,000    |  
|(Benefit) provision for income taxes               |  |                    | (922,000   | ) |                  |   | (1,158,000 | )             |  |   | 148,000       |   |  |   | 159,000    |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Net (loss) income                                  |  | $                  | (1,846,000 | ) |                  | $ | (2,101,000 | )             |  | $ | 296,000       |   |  | $ | 290,000    |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|(Loss) earnings per common share                   |  | $                  | (0.11      | ) |                  | $ | (0.12      | )             |  | $ | 0.02          |   |  | $ | 0.02       |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|(Loss) earnings per common share assuming dilution |  | $                  | (0.11      | ) |                  | $ | (0.12      | )             |  | $ | 0.02          |   |  | $ | 0.02       |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Weighted average number of shares outstanding      |  |                    | 16,913,000 |   |                  |   | 17,064,000 |               |  |   | 16,947,000    |   |  |   | 17,073,000 |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  
|Diluted shares outstanding                         |  |                    | 16,913,000 |   |                  |   | 17,064,000 |               |  |   | 16,953,000    |   |  |   | 17,117,000 |  
|                                                   |  |                    |            |   |                  |   |            |               |  |   |               |   |  |   |            |  



See accompanying notes
to condensed consolidated financial statements.



4



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LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS
EQUITY

(Unaudited)



|                                              |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|--------------------------------------------- |  | ------------ | - | ------------------------- | ------ | ----- | ------------------------------------- | - | -------- | ----------------- |  | - | ------------------------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                              |  | COMMON STOCK |   | ADDITIONALPAID-IN CAPITAL |        |       | FOREIGNCURRENCYTRANSLATION ADJUSTMENT |   |          | RETAINED EARNINGS |  |   | TOTALSTOCKHOLDERS EQUITY |  
|                                              |  | SHARES       |   |                           | AMOUNT |       |                                       |   |         
|Balance, September 30, 2003                   |  | 17,108,000   |   |                           | $      | 2,000 |                                       | $ | 9,000    |                   |  | $ | (473,000                  | ) |  | $ | 69,442,000 |   |  | $ | 68,980,000 |  
|                                              |  |              |   |                           |        |      
|Comprehensive income:                         |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|Net income                                    |  |             |   |                           |        |      |                                       |   |         |                   |  |   |                          |   |  |   | 290,000    |   |  |   | 290,000    |  
|Foreign currency translation                  |  |             |   |                           |        |      |                                       |   |         |                   |  |   | 1,008,000                 |   |  |   |           |   |  |   | 1,008,000  |  
|                                              |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|Comprehensive income                          |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   | 1,298,000  |  
|Stock options issued for services             |  |             |   |                           |        |      |                                       |   | 6,000    |                   |  |   |                          |   |  |   |           |   |  |   | 6,000      |  
|Stock repurchases                             |  | (119,000     | ) |                           |        |      |                                       |   | (398,000 | )                 |  |   |                          |   |  |   | (1,635,000 | ) |  |   | (2,033,000 | )
|Stock option exercises                        |  | 35,000       |   |                           |        |      |                                       |   | 396,000  |                   |  |   |                          |   |  |   |           |   |  |   | 396,000    |  
|Tax benefit related to stock option exercises |  |             |   |                           |        |      |                                       |   | 19,000   |                   |  |   |                          |   |  |   |           |   |  |   | 19,000     |  
|                                              |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|Balance, April 2, 2004                        |  | 17,024,000   |   |                           | $      | 2,000 |                                       | $ | 32,000   |                   |  | $ | 535,000                   |   |  | $ | 68,097,000 |   |  | $ | 68,666,000 |  
|                                              |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|Balance, October 1, 2004                      |  | 16,989,000   |   |                           | $      | 2,000 |                                       | $ | 9,000    |                   |  | $ | 626,000                   |   |  | $ | 67,906,000 |   |  | $ | 68,543,000 |  
|                                              |  |              |   |                           |        |      
|Comprehensive income:                         |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|Net income                                    |  |             |   |                           |        |      |                                       |   |         |                   |  |   |                          |   |  |   | 296,000    |   |  |   | 296,000    |  
|Foreign currency translation                  |  |             |   |                           |        |      |                                       |   |         |                   |  |   | 619,000                   |   |  |   |           |   |  |   | 619,000    |  
|                                              |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|Comprehensive income                          |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   | 915,000    |  
|Stock options issued for services             |  |             |   |                           |        |      |                                       |   | 5,000    |                   |  |   |                          |   |  |   |           |   |  |   | 5,000      |  
|Stock repurchases                             |  | (128,000     | ) |                           |        |      |                                       |   | (14,000  | )                 |  |   |                          |   |  |   | (1,825,000 | ) |  |   | (1,839,000 | )
|                                              |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  
|Balance, April 1, 2005                        |  | 16,861,000   |   |                           | $      | 2,000 |                                       | $ |         |                   |  | $ | 1,245,000                 |   |  | $ | 66,377,000 |   |  | $ | 67,624,000 |  
|                                              |  |              |   |                           |        |       |                                       |   |          |                   |  |   |                           |   |  |   |            |   |  |   |            |  



See accompanying notes
to condensed consolidated financial statements.



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LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



|                                                                                            |  |                          |            |   |               |   |            |  
|------------------------------------------------------------------------------------------- |  | ------------------------ | ---------- | - | ------------- | - | ---------- | -
|                                                                                            |  | For the Six Months Ended |           
|                                                                                            |  | April 1, 2005            |            |   | April 2, 2004 |  
|Cash flowsoperating activities:                                                            |  |                          |            |   |               |   |            |  
|Net income                                                                                  |  | $                        | 296,000    |   |               | $ | 290,000    |  
|Adjustments to reconcile net income to net cash (used in) provided by operating activities: |  |                          |            |   |               |   |            |  
|Depreciation and amortization                                                               |  |                          | 3,336,000  |   |               |   | 3,285,000  |  
|Gain on liquidation of investment in Collegis, Inc                                          |  |                          | (126,000   | ) |               |   | (203,000   | )
|Unrealized foreign exchange gains                                                           |  |                          | (24,000    | ) |               |   | (522,000   | )
|(Gains) losses on disposals of equipment and leasehold improvements                         |  |                          |           |   |               |   | 4,000      |  
|Loss related to subleasing                                                                  |  |                          | 411,000    |   |               |   |           |  
|Deferred facilities rent expenses                                                           |  |                          | (789,000   | ) |               |   | (192,000   | )
|Change in operating assets and liabilities:                                                 |  |                          |            |   |               |   |            |  
|Trade accounts receivable                                                                   |  |                          | (371,000   | ) |               |   | (47,000    | )
|Prepaid marketing expenses                                                                  |  |                          | 30,000     |   |               |   | (15,000    | )
|Prepaid expenses and other                                                                  |  |                          | (823,000   | ) |               |   | 381,000    |  
|Income taxes                                                                                |  |                          | 399,000    |   |               |   | (474,000   | )
|Trade accounts payable                                                                      |  |                          | (1,653,000 | ) |               |   | (2,423,000 | )
|Deferred revenue                                                                            |  |                          | (1,214,000 | ) |               |   | (2,997,000 | )
|Other accrued liabilities                                                                   |  |                          | (389,000   | ) |               |   | 797,000    |  
|                                                                                            |  |                          |            |   |               |   |            |  
|Net cash used in operating activities                                                       |  |                          | (917,000   | ) |               |   | (2,116,000 | )
|                                                                                            |  |                          |            |   |               |   |            |  
|Cash flowsinvesting activities:                                                            |  |                          |            |   |               |   |            |  
|Purchases of equipment, property and leasehold improvements                                 |  |                          | (2,424,000 | ) |               |   | (4,188,000 | )
|Retirements of equipment and leasehold improvements                                         |  |                          | 77,000     |   |               |   | 9,000      |  
|Liquidation of investment in Collegis, Inc                                                  |  |                          |           |   |               |   | 1,203,000  |  
|Other, net                                                                                  |  |                          | (15,000    | ) |               |   | (51,000    | )
|                                                                                            |  |                          |            |   |               |   |            |  
|Net cash used in investing activities                                                       |  |                          | (2,362,000 | ) |               |   | (3,027,000 | )
|                                                                                            |  |                          |            |   |               |   |            |  
|Cash flowsfinancing activities:                                                            |  |                          |            |   |               |   |            |  
|Repurchases of Common Stock                                                                 |  |                          | (1,839,000 | ) |               |   | (2,033,000 | )
|Proceeds from exercise of stock options                                                     |  |                          |           |   |               |   | 396,000    |  
|                                                                                            |  |                          |            |   |               |   |            |  
|Net cash used in financing activities                                                       |  |                          | (1,839,000 | ) |               |   | (1,637,000 | )
|                                                                                            |  |                          |            |   |               |   |            |  
|Effects of exchange rates on cash                                                           |  |                          | 1,010,000  |   |               |   | 1,962,000  |  
|                                                                                            |  |                          |            |   |               |   |            |  
|Net decrease in cash and cash equivalents                                                   |  |                          | (4,108,000 | ) |               |   | (4,818,000 | )
|Cash and cash equivalents at the beginning of the period                                    |  |                          | 83,913,000 |   |               |   | 86,711,000 |  
|                                                                                            |  |                          |            |   |               |   |            |  
|Cash and cash equivalents at the end of the period                                          |  | $                        | 79,805,000 |   |               | $ | 81,893,000 |  
|                                                                                            |  |                          |            |   |               |   |            |  
|Supplemental disclosures:                                                                   |  |                          |            |   |               |   |            |  
|Income taxes paid                                                                           |  | $                        | 144,000    |   |               | $ | 1,388,000  |  
|                                                                                            |  |                          |            |   |               |   |            |  
|Interest paid                                                                               |  | $                        |           |   |               | $ |           |  
|                                                                                            |  |                          |            |   |               |   |            |  



See accompanying notes
to condensed consolidated financial statements.



6



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LEARNING TREE INTERNATIONAL, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)



Note 1 Operations and Significant Accounting Policies:



The accompanying unaudited 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 October 1, 2004 that are contained in Learning Trees 2004 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.



In fiscal 2004, Learning Tree adopted a 52- or 53-week fiscal year, by changing its year-end date from September 30th to the Friday nearest the end of
September. Thus, these unaudited condensed consolidated financial statements report Learning Trees financial position as of April 1, 2005 and October 1, 2004, and its results of operations for the three and six months ended April 1, 2005 and
April 2, 2004 and it cash flows for the six months end April 1, 2005 and April 2, 2004.



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, 6,000 shares and 44,000 shares were added to the weighted average number of shares outstanding for the six-month periods ended April 1, 2005 and April 2, 2004, respectively. For the second quarters of fiscal 2005 and 2004, all of
the 1,616,000 and 1,825,000 stock options, respectively, were excluded from the calculation of loss per common share assuming dilution because they were antidilutive due to the net loss.



Note 3 Repurchase of Company Stock:



During the second quarter of fiscal 2005, Learning Tree repurchased approximately 82,300 shares of its Common Stock on the open market at a total cost of
$1,236,000. During the six months ended April 1, 2005, Learning Tree repurchased approximately 128,000 shares of its Common Stock on the open market at a total cost of $1,839,000. Learning Tree may make additional purchases through open-market
transactions, but has no commitments to do so.



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Note 4 Employee Stock Options:



Learning Tree uses the intrinsic value method under 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, during the first six months of
fiscal 2005 and 2004, no compensation cost was recognized for stock options granted to employees. Had compensation cost for the options granted been determined based upon the estimated fair value at the grant dates (calculated using the
Black-Scholes option-pricing model) in accordance with SFAS No. 123 Accounting for Stock-Based Compensation, the Companys net income (loss) and earnings (loss) per common share would have been reduced to the pro forma amounts
below:



|                                                                                  |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |          |  
|--------------------------------------------------------------------------------- |  | ------------------ | ---------- | - | ---------------- | - | ---------- | ------------ |  | - | ------------ | - |  | - | -------- | -
|                                                                                  |  | THREE MONTHS ENDED |            |   | SIX MONTHS ENDED |  
|                                                                                  |  | April 1, 2005      |            |   | April 2, 2004    |   |            | April 1,2005 |  |   | April 2,2004 |  
|Net (loss) income, as reported                                                    |  | $                  | (1,846,000 | ) |                  | $ | (2,101,000 | )            |  | $ | 296,000      |   |  | $ | 290,000  |  
|Less: stock-based employee compensation cost, at estimated fair value, net of tax |  |                    | (517,000   | ) |                  |   | (435,000   | )            |  |   | (764,000     | ) |  |   | (875,000 | )
|                                                                                  |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |          |  
|Pro forma net (loss) income                                                       |  | $                  | (2,363,000 | ) |                  | $ | (2,536,000 | )            |  | $ | (468,000     | ) |  | $ | (585,000 | )
|                                                                                  |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |          |  
|As reported:                                                                      |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |          |  
|(Loss) earnings per common share                                                  |  | $                  | (.11       | ) |                  | $ | (.12       | )            |  | $ | .02          |   |  | $ | .02      |  
|(Loss) earnings per common share assuming dilution                                |  | $                  | (.11       | ) |                  | $ | (.12       | )            |  | $ | .02          |   |  | $ | .02      |  
|Pro forma:                                                                        |  |                    |            |   |                  |   |            |              |  |   |              |   |  |   |          |  
|(Loss) earnings per common share                                                  |  | $                  | (.14       | ) |                  | $ | (.15       | )            |  | $ | (.03         | ) |  | $ | (.03     | )
|(Loss) earnings per common share assuming dilution                                |  | $                  | (.14       | ) |                  | $ | (.15       | )            |  | $ | (.03         | ) |  | $ | (.03     | )



In January 2005,
Learning Trees Board of Directors approved acceleration of vesting for all stock options that first vested in or before April 2002. This action affected unvested options to purchase an aggregate of 373,025 shares of Common Stock at exercise
prices per share of between $20.92 and $27.65, all of which we rescheduled to vest by April 2006. No other terms for such stock options were modified. The Board of Directors took this action to reduce administrative and financial and accounting
issues associated with monitoring the vesting of options with exercise prices which were significantly below Learning Trees current stock prices.



In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004) (SFAS 123R),
Share-Based Payment. SFAS 123R requires that the cost resulting from all share-based payment transactions, including employee stock options, be recognized in the financial statements using a fair-value-based method. The statement
replaces SFAS 123, supersedes APB 25, and amends SFAS No. 95, Statement of Cash Flows. SFAS 123R also requires the excess tax benefit of stock options to be classified as an operating cash flow. In April 2005, the Securities and Exchange
Commission amended Regulation S-X to defer the compliance date of SFAS 123R until the beginning of



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the first fiscal year that begins after June 15, 2004. Consistent with the amendment, Learning Tree will adopt SFAS 123R in the first quarter of fiscal 2006.



While Learning Tree continues to evaluate the effect of SFAS
123R on its financial statements, Learning Tree believes that the effect in fiscal 2006 will be somewhat less than its historical pro forma disclosure under SFAS 123 due to the effect of the acceleration of stock option vesting discussed above.



Note 5 UK Subleases:



Since 1999, Learning Tree has been subletting three floors in its UK
education center to two subtenants. The first of these subleases covered one floor and expired in fiscal 2004. During the fourth quarter of fiscal 2004, Learning Tree recorded a charge of $541,000 which reflected the rent expense for this vacant
floor from July 2, 2004 through March 25, 2005. The second sublease covers the other two floors and expires on March 25, 2005. Because Learning Tree anticipated that in order to rent all three floors it may need to make certain rent concessions,
Learning Tree recorded an additional charge of $566,000 in the fourth quarter of fiscal 2004 for the net present value of the estimated difference between the net sublease rental rates that it anticipated for these three floors and the costs over
the expected sublease period.



Learning Tree is actively
seeking subtenants for these floors, and believes that it is close to executing an agreement for the currently vacant floor. Based upon the prospective lease terms for that floor, Learning Tree recorded an additional provision of $102,000 in the
first quarter of fiscal 2005. In addition, during the first quarter of fiscal 2005 Learning Tree recorded a charge of $321,000 related to the remaining two floors that are expected to become vacant on March 25, 2005. This charge reflects the rent
expense for the other two floors through June 25, 2005. In the recent months, Learning Tree has made substantial progress towards its leasing goals. Learning Tree recently signed sublease agreements covering one floor, and is in final negotiation on
sublease of another one and half floors. The actual terms of the sublease Learning Tree has negotiated vary somewhat from the assumptions used in making the earlier financial provisions related to those subleases. As a result of these variations,
Learning Tree reduced the provision less than $10,000 in the second quarter of fiscal 2005.



This progress toward Learning Trees leasing goals significantly reduces its earlier risk of having a substantial amount of space vacant for a significant length of time. Assuming the subleases that Learning Tree
is negotiating are finalized, the cost of any continuing vacancy of the remaining one half floor after July 1, 2005 would be approximately $98,000 per quarter. However, the actual vacancy period(s), the actual sublease rental rate(s), and the actual
duration of the sublease(s) may be different from the estimates Learning Tree used in computing its provisions, and the sublease under negotiation may not be executed. Accordingly, Learning Tree will make further provisions in future quarters, as
necessary.



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



Except for historical statements, the matters addressed in the discussion which follows are forward-looking statements.
Please do not put undue reliance on these forward-looking statements, since they are based on key assumptions about future risks and uncertainties. Although Learning Tree believes that its assumptions are reasonable, inevitably some will prove to be
incorrect. As a result, Learning Trees actual future results can be expected to differ from those in the discussion that follows, and those differences may be material. Learning Tree is not undertaking any obligation to update forward-looking
statements.



In order to help the reader assess the major risks
in Learning Trees business, Learning Tree has identified many, but not all, of these risks in Exhibit 99.1, Risk Factors to Learning Trees Annual Report on Form 10-K (Exhibit 99.1). Please read that exhibit
carefully. Some of the factors discussed in Exhibit 99.1 that could affect Learning Tree include risks associated with:



| |  |  | The timely development, introduction, and customer acceptance of Learning Trees courses;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | Competition;
| | - |  | ------------



| |  |  | International operations, including currency fluctuations;
| | - |  | ----------------------------------------------------------



| |  |  | Changing economic and market conditions;
| | - |  | ----------------------------------------



| |  |  | Technology development and new technology introduction;
| | - |  | -------------------------------------------------------



| |  |  | Efficient delivery and scheduling of Learning Trees courses;
| | - |  | -------------------------------------------------------------



| |  |  | Adverse weather conditions, strikes, acts of war or terrorism and other external events; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | Attracting and retaining qualified personnel.
| | - |  | ---------------------------------------------



OVERVIEW



Nature of the Business. Learning Tree is a leading worldwide vendor-independent provider of training to managers and 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 instructor-led courses from two to five days in length, comprising 138 different course titles representing over 3,400 hours of training at April 1, 2005. Learning Tree courses
focus on web development, operating systems, programming languages, databases, computer networks, computer and network security, object-oriented technology, project management, leadership and professional development, and other key business skills.
Recently, Learning Tree expanded its management course offerings to 30 titles in order to meet demands for these courses from both technical and non-technical managers.



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s proprietary course development process also allows it to customize its courses for delivery at its customers
sites.



Learning Tree designs its own vendor-independent IT
courses to provide participants an unbiased perspective of software and hardware products and the ability to compare and integrate multiple platforms



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and technologies from various vendors in a single course. Learning Tree management courses, while addressing core concepts and theory, focus heavily on
providing skills, tools, and techniques that participants can apply immediately upon returning to their jobs.



Learning Tree courses are highly interactive. They are translated into French, Swedish and Japanese. Based on their sophistication and quality, all of
Learning Trees courses are recommended for one to two semester hours of college credit by the American Council on Education. In addition, Learning Tree is on the National Association of State Boards of Accountancy National Registry of CPE
sponsors and is a Registered Education Provider of the Project Management Institute (PMI).



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. In general, titles are retired
when the profits they generate are not sufficient to justify the ongoing cost of marketing them and maintaining their content. 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.



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 or as consultants in business and industry, or in the case of management instructors as industry consultants and facilitators, and teach Learning Tree course
events as needed, Learning Trees instructor-related costs are largely variable. However, Learning Trees expenses associated with its own education centers and course equipment are largely fixed.



Learning Tree adjusts its expenditures for sales and marketing depending on
its strategic objectives, which generally include an assessment of Learning Trees expectations for influencing future customer demand, market conditions and other factors. However, if Learning Trees expectations regarding the results of
its marketing efforts prove to be wrong, any significant revenue shortfall would have a material adverse effect on Learning Trees results of operations.



Recent Trends. Over the past 30 years, Learning Tree has set the highest standards of excellence in educating and training
IT professionals and managers from government and commercial customers around the world. Throughout its history, Learning Tree has grown, adapted and evolved its course library based on its customer needs, all the while continuing to advance the
state of the art in its industry.



Learning Tree continues its
tradition of excellence today by improving its core strengths: its expert instructors, proprietary content library, state-of-the-art classrooms and worldwide course delivery systems. During its second quarter of fiscal 2005 Learning Tree again set
record high levels in its course participants evaluations of the quality of Learning Trees instructors and courses.



Learning Trees customers continue to respond positively to its recent increase in the breadth and depth of its management course offerings. Learning
Tree believes that technical and non-technical managers are becoming increasingly aware of the need for training in project management, personal effectiveness, and other key business skills. Learning Tree intends to meet this demand by continuing to
develop additional management course titles, based on feedback from Learning Trees customers. In the second quarter of fiscal 2005, Learning Tree offered 30 titles in its management curriculum representing 22% of Learning Trees entire
course library, compared to 27 titles, which represented 18% in the second quarter of fiscal 2004.



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Beginning with the second quarter of fiscal 2004, Learning Tree adopted a 52- or 53-week fiscal year,
changing its year-end and quarter-end dates to the Friday nearest the end of the calendar quarter. Learning Tree made this change in order to better align its external financial reporting with the way Learning Tree operates its business.



RESULTS OF OPERATIONS



The following table summarizes Learning Trees consolidated statements
of operations for the periods indicated expressed as percentages of revenues:



|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  
|----------------------------------------------- |  | ----------------- | -- |  | --------------- | -- |  | ------------ | - |  | ------------ | -
|                                                |  | Three MonthsEnded |    |  | Six MonthsEnded |   
|                                                |  | April 1,2005      |    |  | April 2,2004    |    |  | April 1,2005 |   |  | April 2,2004 |  
|Revenues                                        |  | 100               | %  |  | 100             | %  |  | 100          | % |  | 100          | %
|Cost of revenues                                |  | 53                |    |  | 52              |    |  | 50           |   |  | 49           |  
|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  
|Gross profit                                    |  | 47                |    |  | 48              |    |  | 50           |   |  | 51           |  
|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  
|Operating expenses:                             |  |                   |    |  |                 |    |  |              |   |  |              |  
|Course development                              |  | 6                 |    |  | 6               |    |  | 5            |   |  | 5            |  
|Sales and marketing                             |  | 33                |    |  | 37              |    |  | 28           |   |  | 32           |  
|General and administrative                      |  | 19                |    |  | 17              |    |  | 18           |   |  | 15           |  
|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  
|Total operating expenses                        |  | 58                |    |  | 60              |    |  | 51           |   |  | 52           |  
|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  
|Income (loss) from operations                   |  | (11               | )  |  | (12             | )  |  | (1           | ) |  | (1           | )
|Other income (expense), net                     |  | 2                 |    |  | 3               |    |  | 1            |   |  | 2            |  
|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  
|Income (loss) before provision for income taxes |  | (9                | )  |  | (9              | )  |  | 0            |   |  | 1            |  
|Provision (benefit) for income taxes            |  | (3                | )  |  | (3              | )  |  | (0           | ) |  | (0           | )
|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  
|Net income (loss)                               |  | (6                | )% |  | (6              | )% |  | 0            | % |  | 1            | %
|                                                |  |                   |    |  |                 |    |  |              |   |  |              |  



In the second quarter
of fiscal 2005, Learning Trees revenues were $34.9 million compared to $35.7 million for the corresponding quarter of fiscal 2004. Income (loss) from operations for the second quarter of fiscal 2005 was a loss of $3.4 million compared to a
loss of $4.3 million for the same quarter of fiscal 2004. Net income (loss) for the second quarter of fiscal 2005 was a net loss of $1.8 million compared to a net loss of $2.1 million for the same quarter of fiscal 2004.



Learning Tree believes that the timing of the Easter holiday in 2005 is
likely to have had some impact on Learning Trees financial results as compared to the prior year. Typically, in the period around the Easter holidays Learning Tree achieves somewhat lower enrollments and revenues, particularly in its European
operating units. In fiscal 2004, the Easter holidays occurred in the third quarter. In contrast, in fiscal 2005, the Easter holidays occurred in the second quarter. As a result, Learning Trees fiscal 2005 second quarter revenues this year were
likely somewhat lower than they would have been if Easter had occurred in the same fiscal quarter as the prior year. Learning Tree expects that there will be a reciprocal offsetting effect in the third quarter of fiscal 2005, compared to the third
quarter of the prior year.



For the first six months of fiscal
2005, Learning Trees revenues decreased by 1% to $74.6 million from $75.6 million for the corresponding period of fiscal 2004. Income (loss) from operations for the first six months of fiscal 2005 was a loss of $690,000 versus a loss of $1.1
million for the same period of



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fiscal 2004. Net income for the first six months of fiscal 2005 was $296,000 compared to $290,000 in the corresponding period of fiscal 2004.



Revenues. The decreases in Learning Trees revenues in the second
quarter and the first six months of fiscal 2005 compared to the same periods in fiscal 2004 primarily reflect the net effect of a decline in the number of course participants, partially offset by increased revenues per attendee due to the effect of
changes in exchange rates.



During the second quarter of fiscal
2005, Learning Tree trained 19,471 course participants, a 5% decrease from the 20,408 participants that were trained in the same quarter last year. For first six months of fiscal 2005, Learning Tree trained 41,363 course participants, a 4% decrease
from the prior years 43,298 effective course participants.



In the second quarter of fiscal 2005 and the first six months, Learning Trees average revenue per attendee was 2% and 3% higher, respectively than in the comparable periods of the prior fiscal year. However, excluding a 3% and 4%
effect of changes in exchange rates in the second quarter and in the first six months of fiscal 2005, respectively, Learning Trees average revenue per attendee declined 1% in both the second quarter and the first six months of fiscal 2005.



Excluding the effect of exchange rates, the declines in
average revenue per attendee were primarily due to an increase in the proportion of two- and three-day course events, which typically have lower average revenue per attendee.



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.



The cost of revenues for the second quarter of fiscal 2005 was approximately the same as it was in the second quarter of fiscal 2004. For the first six
months of fiscal 2005, the cost of revenues was $37.3 million compared to $36.9 million for the corresponding period of fiscal 2004. This increase primarily reflects the effect of changes in foreign exchange rates and higher Education Center
expense, partially offset by a decline in instructor related expenses and other direct course costs.



During the second quarter of fiscal 2005, Learning Tree presented 1,634 events compared to 1,707 events conducted during the same period in fiscal 2004.
For the first six months of fiscal 2005, Learning Tree presented 3,385 events compared to 3,434 events during the corresponding period of fiscal 2004.



The cost of revenues increased to 52.9% of revenues in the second quarter of fiscal 2005 compared to 51.7% in the second quarter of fiscal 2004. For the
first six months of fiscal 2004, the cost of revenues increased to 49.9% of revenues compared to 48.8% for the same period of the prior year. Changes in foreign exchange rates did not materially affect the gross profit percentages, since exchange
rate changes increased Learning Trees cost of revenues by approximately the same percentage as they increased revenues in the second quarter and first half of fiscal 2005.



Excluding the effect of exchange rates, the increase in the cost of revenues as a percentage of revenues in the second
quarter of fiscal 2005 reflects a 2% decrease in average revenue per event and a 1% increase in average cost per event compared to the second quarter of fiscal 2004. For the first six months of 2005, also excluding the effect of exchange rates, the
cost of revenues as a percentage of



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revenues reflects a 4% decrease in average revenue per event, partially offset by the effect of a 1% decrease in average cost per event compared to the same
period in fiscal 2004.



In the second quarter of fiscal 2005,
the decrease in average revenue per event, excluding the effect of exchange rates, resulted from the decrease in average revenue per attendee discussed above and a slight decrease in average attendees per event compared to the prior fiscal year. For
the first six months of fiscal 2005, the decrease in average revenue per event reflects a decrease in average attendees per event and the decrease in average revenue per attendee as discussed above.



The increase in the average cost per event, excluding the effect of exchange
rates, primarily reflects higher education center expenses compared to the prior year. For the first six months of fiscal 2005, the decrease in average cost per event is primarily the result of lower instructor-related fees and other cost savings.



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.



During the second quarter of fiscal
2005, course development expenses were 5.8% of revenues, the same as in the second quarter of the prior year. For the six months of fiscal 2005, course development expenses were 5.1% of revenues compared to 5.4% for the corresponding period in the
prior year. Course development expenses in the second quarter of fiscal 2005 were $2.0 million, compared with $2.1 million in the second quarter of the prior year. For the first six months of fiscal 2005, course development expenses decreased to
$3.8 million from $4.1 million compared to the same periods in fiscal 2004. The decrease in the first six months of fiscal 2005 primarily reflects lower author-related expenses.



Learning Trees library of instructor-led courses numbered 138 titles at the end of the second quarter of fiscal 2005
compared with 150 titles at the end of the second quarter of fiscal 2004. During the second quarter, Learning Tree retired four course titles and introduced six new titles: Deploying Virtual Server and Workstation Technology, Power
Excel: Reporting and Decision Making, Securing Wireless Networks, Struts for Enterprise Java Web Development,  SQL Server 2000 Reporting Services, and Patch Management for Microsoft Environments.



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.



Sales and marketing expenses in the second
quarter of fiscal 2005 were 32.8% of revenues, compared with 37.5% for the same quarter in the prior year. For the first six months of fiscal 2005, sales and marketing expenses were 28.5% of revenues compared to 31.6% in the corresponding period of
fiscal 2004. Sales and marketing expenses were $11.4 million compared with $13.4 million in the second quarter of the prior year. For the first six months of fiscal 2005, sales and marketing expenses decreased to $21.2 million from $23.9 million for
the corresponding period of fiscal 2004. These decreases primarily reflect a reduction in the number of catalogs mailed from the elevated quantities mailed in the second quarter of fiscal 2004, as well as a reduction in the costs of producing the
catalogs. Learning Tree also spent less in the second quarter and the first six months of fiscal 2005 compared to the comparable periods last year on



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marketing activities other than the major mailing campaigns. These decreases were partially offset by the effect of changes in foreign exchange rates.



General and Administrative Expenses. General and
administrative expenses in the second quarter of fiscal 2005 increased to 18.3% of revenues compared with 16.9% in the same quarter of the prior year. For the first six months of fiscal 2005, general and administrative expenses increased to 17.4% of
revenues compared with 15.6% in the same quarter of the prior year. General and administrative expenses in the second quarter of fiscal 2005 increased to $6.4 million compared to $6.0 million in the second quarter of fiscal 2004. The increases in
Learning Trees general and administrative expenses primarily reflect the combined effect of the cost of Learning Trees efforts to comply with Section 404 of the Sarbanes-Oxley Act, incentive compensation accruals that were higher than at
this point in the prior fiscal year, other employee related expenses and changes in foreign exchange rates, partially offset by a one-time charge for cancellation of a hotel classroom facility contract in the second quarter of fiscal 2005.



For the first six months of fiscal 2005, general and
administrative expenses increased to $13.0 million from $11.8 million for the corresponding period of fiscal 2004. The increases in general and administrative expenses primarily reflects the provisions Learning Tree has made related to the Learning
Tree UK education center, as well as the annual compensation increase and other employee related expenses and changes in the foreign exchange rates.



As required by Section 404 of the Sarbanes-Oxley Act, Learning Trees first report on its internal controls over financial reporting and its
independent auditors related attestation report will be included in Learning Trees fiscal 2005 Form 10-K filing. Like most companies, the costs to comply with the Section 404 requirements are significant. Excluding internal costs for
Learning Tree employees assigned to the project, external costs for this project for the second quarter of fiscal 2005 were approximately $174,000, primarily for fees paid to an outside consulting firm.



In past filings with the Securities and Exchange Commission, Learning Tree
has discussed the status of its efforts to sublease three floors in its London Education Center. Learning Tree also discussed the financial provisions made for expected costs due to short-term vacancies of some floors and the differential between
Learning Trees primary lease costs and the estimated income from any subleases. In recent months, Learning Tree has made substantial progress toward its leasing goals. Learning Tree recently signed sublease agreements covering one floor, and
is in final negotiation on a sublease of another one and a half floors.



The actual terms of the subleases Learning Tree has negotiated vary somewhat from the assumptions used in making the earlier financial provision related to those subleases. As a result of these variations, Learning Tree reduced the original
provision less than $10,000 in the second quarter of fiscal 2005.



This progress toward Learning Trees leasing goals significantly reduces its earlier risk of having a substantial amount of space vacant for a significant length of time. Assuming the subleases that Learning Tree is negotiating are
finalized, the cost of any continuing vacancy of the remaining one half floor after July 1, 2005 would be approximately $98,000 per quarter. However, the actual vacancy period(s), the actual sublease rental rate(s), and the actual duration of the
sublease(s) may be different from the estimates Learning Tree used in computing its provisions, and the sublease under negotiation may not be executed. Accordingly, Learning Tree will make further provisions in future quarters, as necessary.



Other Income (Expense). Other income (expense) is
primarily comprised of interest income and foreign currency transaction gains and losses. In the second quarter of fiscal 2005, other income (expense)



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decrease to income of $659,000 from $1.0 million for the second quarter of fiscal 2004. For the first six months of fiscal 2005, other income (expense)
decreased to income of $1.1 million from $1.5 million for the corresponding period of fiscal 2004. These decreases primarily reflect the unfavorable effect of changes in exchange rates, partially offset by an increase in interest income. The
increase in interest income primarily reflects higher interest rates compared to those in the prior year.



Learning Tree recorded foreign exchange losses of $40,000 in the second quarter of fiscal 2005 compared to foreign exchange gains of $459,000 in the
second quarter of fiscal 2004. For the first six months of fiscal 2005, Learning Tree recorded foreign exchange losses of $84,000 compared to foreign exchange gains of $582,000 in the corresponding period of fiscal 2004. These transaction gains and
losses arose from cash balances, receivables and payables denominated in currencies other than the functional currencies of Learning Trees foreign subsidiaries.



Income Taxes. The income tax provision in the second quarter and the six months of fiscal 2005 reflects a 33.3%
annual tax rate, which is the same as its fiscal 2004 full year tax rate.



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: (i) the frequency of course events; (ii) the number of
weeks during which courses can be conducted in a quarter; (iii) the timing, timely delivery, frequency and size of, and response to Learning Trees direct mail marketing and advertising campaigns; (iv) the timing of the introduction of new
course titles; (v) the mix between course events held at customer sites and course events held in Learning Trees education centers and hotels due to differing gross profit margins; (vi) competitive forces within markets served by Learning
Tree; (vii) Learning Trees ability to attract customers and meet their expectations; (viii) currency fluctuations and other risks inherent in international operations; (ix) natural disasters, external strikes, acts of war or terrorism and
other external factors; and (x) general economic conditions and industry-specific slowdowns. Fluctuations in quarter-to-quarter results also occur as a result of differences in the timing of Learning Trees spending on the marketing of its
courses. In addition, the timing of Learning Trees spending on the development of its courses and other areas may also result, to a lesser extent, in quarter-to-quarter fluctuations. See Exhibit 99.1, Risk Factors to Learning
Trees Annual Report on Form 10-K.



LIQUIDITY AND CAPITAL RESOURCES



Learning Trees
cash and cash equivalents decreased to $79.8 million at April 1, 2005 from $83.9 million at October 1, 2004. This decrease primarily reflects investment in course equipment, repurchase of Learning Trees Common Stock and cash used in
operations. These decreases were partially offset by the effect of exchange rates on cash.



During the second quarter of fiscal 2005, Learning Tree repurchased approximately 82,300 shares of its Common Stock on the open market at a total cost of $1.2 million. During the six months ended April 1, 2005,
Learning Tree repurchased approximately 128,000 shares of its Common Stock on the open market at a total cost of $1.8 million. Learning Tree may make additional purchases through open-market transactions, but has no commitments to do so.



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Cash used in operations for first six months of fiscal 2005 was $917,000 compared to cash used in
operations of $2.1 million in the first six months of fiscal 2004. This decrease primarily reflects the timing of cash receipts and payments. At April 1, 2005, Learning Tree had a net working capital balance of $39.2 million.



During the first six months of fiscal 2005, Learning Tree invested $2.4
million in equipment and facilities compared to $4.2 million in the first six months of fiscal 2004. The investments in the first six months of fiscal 2005 primarily relate to purchases of course equipment. Although Learning Tree expects to continue
to invest in additional equipment in fiscal 2005, Learning Tree had no material future purchase obligations, capital commitments or debt as of April 1, 2005. In the future, Learning Tree may use cash for acquisitions or other strategic transactions.
While Learning Tree has no current agreements in place or negotiations underway with respect to any acquisition or other strategic transaction, Learning Tree may, on occasion, evaluate acquisition or other strategic opportunities that appear to fit
within its overall business strategy. 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.



CRITICAL ACCOUNTING POLICIES



Managements discussion and analysis of Learning Trees financial
condition and results of operations is based upon Learning Trees 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 estimates and 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 Note 1 of Notes to Consolidated
Financial Statements to Learning Trees Annual Report on Form 10-K. The following represents a summary of Learning Trees critical accounting estimates and 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.



Critical Accounting Estimates



Revenue Recognition. 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 one of Learning
Trees courses 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. 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 most 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



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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.



The average actual attendance rate for all expired Training Passports has closely approximated the estimated rate utilized by Learning Tree. 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. If the estimates are wrong, Learning Tree would record the difference between the revenues previously recognized for that
Training Passport and the Training Passport selling price upon expiration of that Training Passport. Thus, the timing of revenue recognition may be affected by an error in estimation, but the error would have no effect on the aggregate revenue
recognized over the 12-month life of each Training Passport.



Allowance for Doubtful Accounts Receivable. Trade accounts receivable are reduced by an allowance for amounts that may become uncollectible in the future. The Company uses estimates in determining the allowance for doubtful
accounts receivable, based on its analysis of various factors, including the Companys historical collection experience, current trends, specific identification of invoices which are considered doubtful, and a percentage of the Companys
past due accounts receivable. Although the Companys estimates for this reserve have in the past been reasonably accurate, these estimates could differ from actual collection experience and are subject to adjustment. The Companys trade
accounts receivable are written-off when they are deemed uncollectible.



Operating Leases. Learning Tree leases education center and administrative office space under various operating lease agreements. Certain of these operating leases include space that has not been used by Learning Tree and
which is either currently subleased, or is vacant and for which Learning Tree is seeking a subtenant(s). For such space, Learning Tree estimates and records the estimated fair value of its liability for costs that Learning Tree will incur under the
operating lease without economic benefit. The estimated fair value of the liability is determined based upon the remaining lease costs, as per the operating lease agreement, reduced by estimated sublease rental income that could be reasonably
obtained for the property based upon prevailing real estate market conditions. The liability recorded reflects Learning Trees best estimate based upon the information available at the time. Learning Tree adjusts the liability, as necessary, as
new information becomes available or subsequent developments occur.



Over the last few quarters, Learning Tree has been seeking to sublease three floors in its London Education Center, and has made certain financial provisions for expected costs due to short-term vacancies of some floors and the differential
between its primary lease costs and the estimated income from any subleases. Learning Tree recently signed sublease agreements covering one floor, and is in final negotiation on a sublease of another one and a half floors.



The actual terms of the sublease Learning Tree has negotiated vary somewhat
from the assumptions it used in making the earlier financial provision related to those subleases. As a result of these variations, Learning Tree reduced the provision less than $10,000 in the second quarter of fiscal 2005.



The actual vacancy period(s), the actual sublease rental rate(s), and the
actual duration



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of the sublease(s) may be different from the estimates Learning Tree used in computing its provisions, and the sublease under negotiation may not be
executed. If such space is sublet sooner/later, or at more/less favorable rates, Learning Tree may have to record either additional charges or a reversal of previously recorded charges.



Critical Accounting Policies



Revenue Recognition. Learning Tree course events range from two-to-five days, with an average of approximately four days. As stated above,
beginning with the second quarter of fiscal 2004, Learning Tree adopted a 52- or 53-week fiscal year in order to better align its external financial reporting with the way Learning Tree operates its business. Under this method, each fiscal quarter
ends on the Friday closest to the end of the calendar quarter. Since all courses have a duration of five days or less, and all courses begin and end within the same calendar week, under the 52- or 53-week fiscal year method all revenues and related
direct costs for each course event are recognized in the week and the fiscal quarter in which the event takes place. Prior to the adoption of the 52- or 53- week method, it was 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 were recorded upon commencement of each course event, unless the difference between
Learning Trees revenue recognition policy and recording revenues and related course costs on a straight-line basis was more than inconsequential.



In addition to its Training Passports, Learning Tree also offers a multiple-course sales discount referred to as Training Vouchers. Under Learning
Trees Training Vouchers, a 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 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 uses the intrinsic
value method under 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 during fiscal 2005 and fiscal 2004 for stock options granted to employees.



Facilities, Intangible and Other Long-Lived Assets. 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.



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 carry-forwards 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 that Learning Tree expects to pay in future periods. See Note 2 of Notes to
Consolidated Financial Statements to Learning Trees Annual Report on Form 10-K.



OUTLOOK FOR FISCAL 2005



Throughout this document, there have been various forward-looking statements. However, all of the statements in this section are forward-looking and are
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 Annual Report on Form 10-K and the Risk
Factors in Exhibit 99.1. Since economic and market conditions may change at any time, Learning Trees future revenues, plans and expenditures will vary from the observations below, and these differences may be material.



Recent Trends. Learning Trees customers continue to respond
positively to its recent increase in the breadth and depth of its management course offerings. Learning Tree believes that technical and non-technical managers are becoming increasingly aware of the need for training in project management, personal
effectiveness, and other key business skills. Learning Tree intends to meet this demand by continuing to develop additional management course titles, based on feedback from Learning Trees customers. In the second quarter of fiscal 2005,
Learning Tree offered 30 titles in its management curriculum representing 22% of Learning Trees entire course library, compared to 27 titles, which represented 18% in the second quarter of fiscal 2004.



Effect of Exchange Rates. Approximately half of Learning Trees
business is conducted in currencies other than US dollars and fluctuations in exchange rates will affect future revenues and expenses when translated into dollars. If the exchange rates of April 29, 2005 remain stable through the remainder of fiscal
2005, Learning Trees revenues would be favorably affected by approximately 3% in both the third quarter and for its full fiscal year compared to the corresponding periods in fiscal 2004. Conversely, Learning Trees expenses would be
unfavorably affected by similar percentages in these periods.



Third Quarter 2005 Revenues. A number of factors other than exchange rates may influence Learning Trees revenues in its third fiscal quarter ending July 1, 2005. These include the following:



| |  |  | In this fiscal year the Easter holiday occurred in Learning Trees second quarter, instead of in Learning Trees third fiscal quarter as it did last year. Typically, in
the period around the Easter holiday Learning Tree achieves somewhat lower enrollments and revenues, particularly in its European operating units.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | At April 1, 2005, Learning Trees backlog of $36.2 million was about 6% higher than it had been on April 2, 2004. This April 1, 2005 backlog included a 2% favorable effect from
changes in foreign exchange rates. Four weeks later, at April 29, 2005, Learning Trees overall backlog was 6% higher than it had been on April 30, 2004. And, at April 29, 2005, the sum of Learning Trees revenues for April courses plus
its backlog for May and June courses was 9% higher than it had been at April 30, 2004. These April 29, 2005 backlogs each included a 3% favorable effect from changes in foreign exchange rates.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Based upon the above and other factors, Learning Tree believes that its
revenues in the third quarter of fiscal 2005 will be approximately $41.0 million to $42.5 million, compared to $39.1 million in the same quarter of the prior year.



Third Quarter Gross Profit. Learning Tree expects its gross profit percentage to be between 49.5% and 51.5% compared
to 52.7% in its third quarter of fiscal 2004.



Third Quarter
Operating Expenses. Learning Tree expects its overall operating expenses for the third quarter of fiscal 2005 to be approximately $20.0 million, compared to $20.8 million for the same quarter a year earlier. This decrease primarily reflects the
expectation of lower direct mail quantities and lower costs per catalog mailed. These reductions will be partly offset by the significant costs of compliance with Section 404 of the Sarbanes-Oxley Act. The deadline for Learning Tree to comply with
this Act is September 30, 2005. While actual costs will depend largely on the results of future testing, Learning Tree currently believes that external costs will total approximately $400,000 in the third quarter this fiscal year, primarily for fees
to outside consultants and Learning Trees external auditors. This estimate for external costs excludes the cost of Learning Tree employees assigned to this project. Additionally, Learning Trees operating expenses for the third quarter
would be affected, either positively or negatively, by any changes to the provisions related to its UK education center subleases.



Third Quarter Interest Income. Interest income reflects changes in interest rates, as well as changes in Learning Trees cash balances.
Learning Tree expects its third quarter interest income to be approximately the same as it was in the second quarter of fiscal 2005.



2005 Tax Rate. Learning Tree estimates that its effective tax rate in the third quarter of fiscal 2005 will be approximately 33.3%.



|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 20 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



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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. See Exhibit 99.1, Risk Factors.



|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 (Exchange Act) 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 Principal Financial Officer (PFO). Based upon that evaluation, and subject to the limitations noted below, Learning Trees CEO and
PFO 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.



As required by Section 404 of the Sarbanes-Oxley Act, Learning Trees first report on its internal controls over financial reporting and its
independent auditors related attestation report will be included in Learning Trees fiscal 2005 Form 10-K filing. In the process of documenting and reviewing its internal controls, Learning Tree continues to confirm and refine those
controls. Since the most recent evaluation of Learning Trees internal control over financial reporting by Learning Trees CEO and PFO, there have been no significant changes in its internal control over financial reporting or in other
factors that could materially affect, or are reasonably likely to materially affect, Learning Trees internal control over financial reporting.



Learning Trees management, including its CEO and PFO, 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 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 PFO 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. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|------- | -----------------------------------------------------------



LEARNING TREE PURCHASES OF EQUITY SECURITIES



|                                     |  |                                      |  |                            |       |                                                                              |   |                                                                                |  
|------------------------------------ |  | ------------------------------------ |  | -------------------------- | ----- | ---------------------------------------------------------------------------- | - | ------------------------------------------------------------------------------ | -
|Period                               |  | Total Number of Shares Purchased (a) |  | Average PricePaid perShare |       | Total Number ofShares Purchasedas Part of PubliclyAnnounced Plansor Programs |   | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
|January 1, 2005  January 28, 2005   |  |                                     |  |                            |      |                                                                              |  |                                                                                | 
|January 29, 2005  February 25, 2004 |  | 41,600                               |  | $                          | 15.00 |                                                                              |  |                                                                                | 
|February 26, 2005  April 1, 2005    |  | 40,700                               |  | $                          | 15.04 |                                                                              |  |                                                                                | 
|                                     |  |                                      |  |                            |       |                                                                              |   |                                                                                |  
|Total                                |  | 82,300                               |  | $                          | 15.02 |                                                                              |  |                                                                                | 
|                                     |  |                                      |  |                            |       |                                                                              |   |                                                                                |  



|(a) | None of the Learning Tree Common Stock repurchases were made pursuant to a publicly announced plan. All Learning Tree Common Stock repurchases were made in open-market transactions.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



Not Applicable



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



Learning Tree held its Annual Meeting on March 8, 2005. During the Annual Meeting of Stockholders the matter that was voted upon was as follows:



| | 1. | Election of Directors
| | -- | ---------------------



The following are the results of the voting:



| | 1. | Election of Directors:
| | -- | ----------------------



|                                               |  |            |  |                
|---------------------------------------------- |  | ---------- |  | ---------------
|                                               |  | Shares for |  | Shares withheld
|Class I Directors for a term expiring in 2008: |  |            |  |                
|Howard A. Bain III                             |  | 15,588,938 |  | 188,815        
|Curtis A Hessler                               |  | 15,663,386 |  | 114,367        



The current term of
the Class II Directors, W. Mathew Juechter and Wilford D. Godbold Jr., will continue until the 2006 Annual Meeting of Stockholders. The current term of the Class III Directors, David C. Collins and Eric R. Garen, will continue until the 2007 Annual
Meeting of Stockholders.



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



Not Applicable



|Item 6. | EXHIBITS
|------- | --------



|     |  |                                                                                                  
|---- |  | -------------------------------------------------------------------------------------------------
|31.1 |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer                            
|     | 
|31.2 |  | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer                            
|     | 
|32.1 |  | Section 1350 Certification of Chief Executive Officer and President (Principal Financial Officer)



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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: |  | May 10, 2005 |  |                                   |  | By: |  | /s/ NICHOLAS R. SCHACHT                                  
|       |  |              |  |                                   |  |     |  | Nicholas R. Schacht                                      
|       |  |              |  |                                   |  |     |  | President                                                
|       |  |              |  |                                   |  |     |  | (Principal Financial Officer and Duly Authorized Officer)



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