8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) August 11, 2004

Learning Tree International, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	0-27248	95-3133814
(State or other jurisdiction of incorporation or organization)	Commission file number	(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

Item 9. Regulation FD Disclosure

The following information is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Disclosure of Results of Operations and Financial Condition.”

On August 11, 2004, Learning Tree issued a press release setting forth its results for the quarter and nine months ended July 2, 2004. A copy of the press release is attached hereto as Exhibit 99 and incorporated herein by reference.

Exhibit Index

99 Press release dated August 11, 2004

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 hereunto duly authorized.

	LEARNING TREE INTERNATIONAL, INC.
Dated: August 11, 2004	By:	/s/ NICHOLAS R. SCHACHT
		Nicholas R. Schacht President

EX-99

EXHIBIT 99

Company Contact:

Mary C. Adams, Chief

Administrative Officer

310-342-2229

madams@learningtree.com

LEARNING TREE ANNOUNCES THIRD QUARTER RESULTS

LOS ANGELES, CA—August 11, 2004—Learning Tree International, Inc. (NASDAQ NM: LTRE) announced revenues and income for the quarter and nine months ended July 2, 2004. Revenues for the quarter were $39.1 million compared to $39.1 million for the corresponding quarter of the prior year. Loss from operations for the third quarter of fiscal 2004 was $0.2 million, compared to income from operations of $1.1 million for the same quarter of fiscal 2003. Net income for the most recent quarter was $0.1 million compared to $1.0 million for the same quarter last year. Net income per diluted share for the third quarter was $0.00 compared with $0.06 for the same quarter of the prior year.

Revenues for the nine months ended July 2, 2004 decreased by 1% to $114.7 million from $115.9 million for the same period of the prior year. Loss from operations for the nine months ended July 2, 2004 was $1.2 million versus income from operations of $4.1 million for the same period of fiscal 2003. Net income for the first nine months of fiscal 2004 was $0.4 million compared to $3.8 million in the corresponding period of fiscal 2003. Net income per diluted share for the first nine months of fiscal 2004 was $0.02 compared to $0.22 in the corresponding period of fiscal 2003.

“Although we are certainly not satisfied with breakeven net income, we are pleased by the improvements we achieved in our gross margin percentage, and we believe that the adjustments we have made to our sales and marketing expenditures in recent months will improve our profitability in our current fourth quarter,” commented Dr. David C. Collins, Learning Tree’s Chairman and CEO.

“We are indeed proud that Learning Tree International has achieved a significant milestone in completing its 30^th year of providing quality educational services to our corporate and government customers around the world,” added Dr. Collins.

Learning Tree International is a leading worldwide provider of vendor-independent education and training to technology professionals and managers in business and government organizations. The Company develops, markets and delivers a broad, proprietary library of instructor-led courses focused on Web development, operating systems, programming languages, databases, computer networks, computer and network security, object-oriented technology, applied management, project management and key business skills. The Company also tests and certifies technology and business professionals, and Learning Tree courses are recommended for 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). For more information about Learning Tree products and services, call 1-800-THE-TREE (1-800-843-8733), or visit our Web site at: http://www.learningtree.com.

Except for historical information contained herein, the matters addressed in this press release 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 International, Inc. (“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.

- tables follow -

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(all amounts in thousands, except per share amounts)

	Three Months Ended					Nine Months Ended
	(Unaudited)					(Unaudited)
	July 2, 2004			June 30, 2003		July 2, 2004			June 30, 2003
Revenues	$	39,139		$	39,099	$	114,735		$	115,920
Cost of revenues		18,518			18,955		55,400			55,295
Gross profit		20,621			20,144		59,335			60,625
Operating expenses:
Course development		2,066			1,856		6,141			6,048
Sales and marketing		12,791			11,543		36,672			32,618
General and administrative		5,921			5,667		17,732			17,894
Total operating expenses		20,778			19,066		60,545			56,560
Income (loss) from operations		(157	)		1,078		(1,210	)		4,065
Other income (expense)		260			475		1,762			1,788
Income before provision for income taxes		103			1,553		552			5,853
Provision for income taxes		37			551		196			2,078
Net income	$	66		$	1,002	$	356		$	3,775
Earnings per common share	$	0.00		$	0.06	$	0.02		$	0.22
Earnings per common share assuming dilution	$	0.00		$	0.06	$	0.02		$	0.22

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

	July 2, 2004		September 30, 2003
	(Unaudited)
Cash and cash equivalents	$	81,303	$	86,711
Accounts receivable, net		14,113		11,779
Prepaid taxes and other expenses		9,152		10,832
Total current assets		104,568		109,322
Equipment, long-term investments and other		31,978		31,587
Total assets	$	136,546	$	140,909
Accounts payable and accrued liabilities	$	18,196	$	19,004
Deferred revenue		47,546		50,082
Total current liabilities		65,742		69,086
Other		2,446		2,843
Total liabilities		68,188		71,929
Stockholders’ equity		68,358		68,980
Total liabilities and stockholders’ equity	$	136,546	$	140,909

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