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 4, 2005

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Conditions.

On August 4, 2005, Learning Tree issued a press release setting forth its results for the quarter and the nine months ended July 1, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1 Press release dated August 4, 2005 furnished herewith.

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 4, 2005	By:	/s/    NICHOLAS R. SCHACHT
		Nicholas R. Schacht
		President

EX-99.1

Exhibit 99.1

Company Contact:

Mary C. Adams, Chief

Administrative Officer

310-342-2229

madams@learningtree.com

LEARNING TREE ANNOUNCES THIRD QUARTER 2005 RESULTS

LOS ANGELES, CA—August 4, 2005—Learning Tree International, Inc. (NASDAQ: LTRE) announced revenues and earnings for the three and nine months ended July 1, 2005.

Revenues for the third quarter of 2005 were $40.5 million, an increase of 3.5% compared to $39.1 million for the corresponding quarter of the prior year. Income from operations for the third quarter of fiscal 2005 was $0.7 million, compared to a loss from operations of $0.2 million for the same quarter of fiscal 2004. Net income for the most recent quarter was $0.9 million compared to $0.1 million for the same quarter last year. Net income per diluted share for the third quarter was $0.05 compared with $0.00 for the same quarter of the prior year.

Revenues for the nine months ended July 1, 2005 were $115.1 million, slightly up from $114.7 million for the same period of the prior year. Loss from operations for the nine months ended July 1, 2005 was $.03 million versus a loss from operations of $1.2 million for the same period of fiscal 2004. Net income for the first nine months of fiscal 2005 was $1.2 million compared to $0.4 million in the corresponding period of fiscal 2004. Net income per diluted share for the first nine months of fiscal 2005 was $0.07 compared to $0.02 in the corresponding period of fiscal 2004.

“I am pleased that Learning Tree’s revenue and attendees both grew compared with the prior year,” commented Dr. David C. Collins, Learning Tree Chairman and CEO. “We continue to focus on resuming growth and increasing the value we provide our customers and our shareholders.”

Learning Tree also announced that Dr. Collins’ planned retirement will be effective at the end of Learning Tree’s fiscal year on September 30, 2005. Thereafter, Nicholas Schacht, currently Learning Tree President and Chief Operating Officer, will assume the role of CEO while Dr. Collins will remain the Chairman of Learning Tree’s Board of Directors. “Over the last 3 years, Nick has demonstrated that he is the right person to lead Learning Tree in the coming years,” said Dr. Collins. “I look forward to our continued collaboration.”

Learning Tree International is a leading worldwide provider of vendor-independent education and training to IT professionals and managers in business and government organizations. Learning Tree 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. Learning Tree 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 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 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 1, 2005		July 2, 2004			July 1, 2005			July 2, 2004
Revenues	$	40,474	$	39,139		$	115,100		$	114,735
Cost of revenues		20,406		18,518			57,674			55,400
Gross profit		20,068		20,621			57,426			59,335
Operating expenses:
Course development		2,028		2,066			5,843			6,141
Sales and marketing		11,421		12,791			32,657			36,672
General and administrative		5,959		5,921			18,956			17,732
Total operating expenses		19,408		20,778			57,456			60,545
Income (loss) from operations		660		(157	)		(30	)		(1,210	)
Other income (expense)		638		260			1,772			1,762
Income before provision for income taxes		1,298		103			1,742			552
Provision for income taxes		432		37			580			196
Net income	$	866	$	66		$	1,162		$	356
Earnings per common share—basic	$	0.05	$	0.00		$	0.07		$	0.02
Earnings per common share—diluted	$	0.05	$	0.00		$	0.07		$	0.02

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(all amounts in thousands)

	July 1, 2005		October 1, 2004
	(Unaudited)
Cash and cash equivalents	$	75,446	$	83,913
Accounts receivable, net		15,299		12,902
Prepaid taxes and other expenses		9,136		8,942
Total current assets		99,881		105,757
Equipment, long-term investments and other		29,996		31,677
Total assets	$	129,877	$	137,434
Accounts payable and accrued liabilities	$	15,602	$	18,607
Deferred revenue		45,361		46,847
Total current liabilities		60,963		65,454
Other		2,688		3,437
Total liabilities		63,651		68,891
Stockholders’ equity		66,226		68,543
Total liabilities and stockholders’ equity	$	129,877	$	137,434