Mail Stop 3720

      							February 24, 2006

Mr. Lemoyne T. Zacherl
Chief Financial Officer
Learning Tree International, Inc.
400 North Continental Boulevard
El Segundo, CA 90245

	Re:	Learning Tree International, Inc.
      Form 10-K for Fiscal Year Ended September 30, 2005
		Filed January 13, 2006

      Form 10-Q for Fiscal Quarter Ended December 31, 2005
		File No. 0-27248

Dear Mr. Zacherl:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Please address the following comments
in
future filings.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a future revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.









Form 10-K for Fiscal Year Ended September 30, 2005

Consolidated Statement of Stockholders` Equity, page 40

1. Please tell us what the letters in parentheses at the bottom of
each column are referencing.

Note 1. Nature Of  The Business And Summary Of Significant
Accounting
Policies
Facilities Leases, page 47

2. In 2004, you recognized a liability of $1.6 million related to
the
floors in your UK education center that were not being used for
classrooms.  Please tell us the nature and amount of each
component
of the liability.  Also, tell us why the accrual of each component
was appropriate citing the authoritative accounting literature.
Your
response should also address the appropriateness of accruing a
liability related to a temporarily discontinued leased asset.
Further, explain in more detail to us how the "amortization of
lease
loss provisions" resulted in a reduction in rent expense for $1.3
million in 2005.


* * * * *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detail letters greatly facilitate our
review.
Please file your response letter via EDGAR.  Please understand
that
we may have additional comments after reviewing your responses to
our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Bob Carroll, Staff Accountant, at (202) 551-
3362 or Dean Suehiro, Senior Staff Accountant at (202) 551-3384 if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3810 with any
other
questions.

								Sincerely,

								/s/ Kyle Moffatt for

								Larry Spirgel
								Assistant Director
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Mr. Lemoyne Zacherl, Chief Financial Officer
Learning Tree International, Inc.
February 24, 2006
Page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE