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 March 31, 1999
--------------

{ } 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 (I.R.S. Employer
incorporation or organization) 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
------ ------

The number of shares of common stock, $.0001 par value, outstanding as of May 5,
1999, is 21,788,407 shares.

Total number of pages 16
------

LEARNING TREE INTERNATIONAL, INC.

FORM 10-Q

March 31, 1999

TABLE OF CONTENTS

Part I Financial Statements Page
----

Item 1. Financial Statements:
Condensed Consolidated Balance Sheets............................................. 3
Condensed Consolidated Statements of Operations................................... 4
Condensed Consolidated Statements of Stockholders' Equity......................... 5
Condensed Consolidated Statements of Cash Flows................................... 6
Notes to Condensed Consolidated Financial Statements.............................. 7

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations............................................... 9

Part II--Other Information

Item 1. Legal Proceedings.................................................................... 14
Item 2. Changes in Securities................................................................ 14
Item 3. Defaults Upon Senior Securities...................................................... 14
Item 4. Submission of Matters to a Vote of Security Holders.................................. 15
Item 5. Other Information.................................................................... 15
Item 6. Exhibits and Reports on Form 8-K..................................................... 15

Signatures....................................................................................... 16

PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET

March 31, September 30,
1999 1998
------------ ---------------
ASSETS (Unaudited)

Current assets:
Cash and cash equivalents..................................... $ 23,530,000 $ 36,055,000
Short-term interest-bearing investments....................... 50,412,000 31,136,000
Trade accounts receivable, net................................ 15,237,000 18,265,000
Prepaid marketing expenses.................................... 2,074,000 1,154,000
Prepaid expenses and other.................................... 5,510,000 3,691,000
------------ ------------
Total current assets..................................... 96,763,000 90,301,000
------------ ------------

Equipment and leasehold improvements, net.......................... 27,628,000 27,235,000
Long-term interest-bearing investments............................. 9,677,000 10,169,000
Other assets....................................................... 7,789,000 9,685,000
------------ ------------
Total assets............................................. $141,857,000 $137,390,000
============ ============
LIABILITIES
Current liabilities:
Trade accounts payable........................................ $ 11,114,000 $ 14,618,000
Deferred revenue.............................................. 35,897,000 33,357,000
Accrued liabilities........................................... 7,001,000 7,234,000
Income taxes payable.......................................... 3,865,000 4,071,000
------------ ------------
Total current liabilities................................ 57,877,000 59,280,000

Deferred income taxes.............................................. 649,000 17,000
Deferred facilities rent........................................... 2,990,000 1,265,000
------------ ------------
Total liabilities........................................ 61,516,000 60,562,000
------------ ------------
Commitments

STOCKHOLDERS' EQUITY
Common Stock, $.0001 par value; 75,000,000 shares authorized
21,840,000 and 21,995,000 shares issued and outstanding....... 2,000 2,000
Additional paid-in capital......................................... 41,868,000 42,992,000
Notes receivable from stockholders................................. (8,000) (9,000)
Deferred compensation--stockholders................................ (11,000) (47,000)
Cumulative foreign currency translation............................ (1,568,000) (752,000)
Retained earnings.................................................. 40,058,000 34,642,000
------------ ------------
Total stockholders' equity............................... 80,341,000 76,828,000
------------ ------------
Total liabilities and stockholders' equity............... $141,857,000 $137,390,000
============ ============

See accompanying notes to condensed consolidated financial statements.

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

Three Months Ended Six Months Ended
March 31, March 31,
----------------------------------- -----------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------

Revenues............................ $46,520,000 $45,005,000 $91,672,000 $90,184,000
Costs of revenues................... 19,460,000 18,677,000 39,300,000 39,017,000
----------- ----------- ----------- -----------

Gross profit.................. 27,060,000 26,328,000 52,372,000 51,167,000
----------- ----------- ----------- -----------

Operating expenses:
Course development............ 3,721,000 2,721,000 7,098,000 5,886,000
Sales and marketing........... 14,016,000 15,574,000 27,314,000 30,412,000
General and administrative.... 5,897,000 5,562,000 11,693,000 11,007,000
----------- ----------- ----------- -----------
23,634,000 23,857,000 46,105,000 47,305,000
----------- ----------- ----------- -----------

Income from operations.............. 3,426,000 2,471,000 6,267,000 3,862,000
----------- ----------- ----------- -----------

Other income (expense):
Interest expense.............. (2,000) (4,000) (4,000) (9,000)
Interest income............... 926,000 709,000 2,006,000 1,530,000
Foreign exchange.............. (57,000) (15,000) 87,000 (47,000)
Other......................... (32,000) 40,000 (150,000) (177,000)
----------- ----------- ----------- -----------
835,000 730,000 1,939,000 1,297,000
----------- ----------- ----------- -----------

Income before provision for income
taxes............................. 4,261,000 3,201,000 8,206,000 5,159,000
Provision for income taxes.......... 1,449,000 1,088,000 2,790,000 1,754,000
----------- ----------- ----------- -----------

Net income.......................... $ 2,812,000 $ 2,113,000 $ 5,416,000 $ 3,405,000
----------- ----------- ----------- -----------

Earnings per common share........... $ 0.13 $ 0.10 $ 0.25 $ 0.15
----------- ----------- ----------- -----------

Earnings per common share assuming
dilution.......................... $ 0.13 $ 0.10 $ 0.25 $ 0.15
----------- ----------- ----------- -----------

Weighted average number of shares
outstanding....................... 21,970,000 21,995,000 21,982,000 21,995,000
----------- ----------- ----------- -----------

Diluted shares outstanding.......... 21,976,000 22,003,000 21,985,000 22,036,000
----------- ----------- ----------- -----------

See accompanying notes to condensed consolidated financial statements.

LEARNING TREE INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)

Notes Foreign
Additional Receivable Currency Total
Common Paid-In From Deferred Translation Retained Stockholders'
Stock Capital Stockholders Compensation Adjustment Earnings Equity
------ ---------- ------------ ------------ ----------- -------- -------------

Balance,
September 30, 1997..... $2,000 $42,992,000 $(14,000) $(127,000) $(1,066,000) $24,108,000 $65,895,000

Comprehensive income:
Net income............. -- -- -- -- -- 3,405,000 3,405,000
Foreign currency
translation.......... -- -- -- -- (79,000) -- (79,000)
-----------
Comprehensive income...... 3,326,000

Amortization of deferred
compensation........... -- -- -- 40,000 -- -- 40,000

Collection of notes
receivable............. -- -- 3,000 -- -- -- 3,000
------ ----------- -------- --------- ----------- ----------- -----------

Balance at
March 31, 1998.......... $2,000 $42,992,000 $(11,000) $ (87,000) $(1,145,000) $27,513,000 $69,264,000
====== =========== ======== ========= =========== =========== ===========

Balance,
September 30, 1998...... $2,000 $42,992,000 $ (9,000) $ (47,000) $ (752,000) $34,642,000 $76,828,000

Comprehensive income:
Net income............. -- -- -- -- -- 5,416,000 5,416,000
Foreign currency
translation.......... -- -- -- -- (816,000) -- (816,000)
-----------
Comprehensive income...... 4,600,000

Amortization of deferred
compensation........... -- -- -- 36,000 -- -- 36,000

Repurchase of common
stock.................. -- (1,124,000) -- -- -- -- (1,124,000)

Collection of notes
receivable............. -- -- 1,000 -- -- -- 1,000
------ ----------- -------- --------- ----------- ----------- -----------

Balance at
March 31, 1999.......... $2,000 $41,868,000 $ (8,000) $ (11,000) $(1,568,000) $40,058,000 $80,341,000
====== =========== ======== ========= =========== =========== ===========

See accompanying notes to condensed consolidated financial statements.

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

Six Months Ended
March 31,
--------------------------------
1999 1998
------------ -----------

Cash flows--operating activities:
Net income....................................................... $ 5,416,000 $ 3,405,000
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization.............................. 4,865,000 4,553,000
Losses on disposals of equipment and leasehold
improvements............................................ 224,000 197,000
Deferred facilities rent charges........................... 1,759,000 60,000
Amortization of deferred compensation...................... 36,000 40,000
Unrealized foreign exchange (gains) losses................. (183,000) 86,000
Change in net assets and liabilities:
Trade accounts receivable............................... 2,571,000 4,889,000
Prepaid marketing expenses.............................. (930,000) 484,000
Prepaid expenses and other.............................. (1,966,000) 1,174,000
Income taxes........................................... 692,000 (490,000)
Trade accounts payable................................. (3,211,000) (4,850,000)
Deferred revenue....................................... 3,220,000 3,920,000
Accrued liabilities.................................... (88,000) (330,000)
------------ -----------
Net cash provided by operating activities................. 12,405,000 13,138,000
------------ -----------

Cash flows--investing activities:
Purchases of equipment and leasehold improvements............... (5,677,000) (5,690,000)
Retirements of equipment and leasehold improvements............. (28,000) 455,000
Proceeds from short-term interest-bearing investments:
Investments held to maturity................................ 18,507,000 11,482,000
Investments held for sale................................... 4,200,000 4,800,000
Purchases of short-term interest-bearing investments:
Investments held to maturity................................ (37,183,000) (11,117,000)
Investments held for sale................................... (4,800,000) (8,700,000)
Other, net...................................................... 1,782,000 (1,680,000)
------------ -----------
Net cash used in investing activities..................... (23,199,000) (10,450,000)
------------ -----------

Cash flows--financing activities:
Principal payments of debt and capital leases................... -- (19,000)
Repurchase of Common Stock...................................... (1,124,000) --
Collections of stockholder notes receivable..................... 1,000 3,000
------------ -----------
Net cash used in financing activities..................... (1,123,000) (16,000)
------------ -----------

Effects of exchange rates on cash................................... (608,000) (15,000)
------------ -----------
Net increase (decrease) in cash and cash equivalents................ (12,525,000) 2,657,000
Cash and cash equivalents at the beginning of the period............ 36,055,000 32,441,000
------------ -----------
Cash and cash equivalents at the end of the period.................. $ 23,530,000 $35,098,000
============ ===========

Supplemental disclosures:
Income taxes paid......................................... $ 2,007,000 $ 2,265,000
============ ===========
Interest paid............................................. $ 2,000 $ 2,000
============ ===========

See accompanying notes to condensed consolidated financial statements.

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

Note 1. Operations and Significant Accounting Policies:
-----------------------------------------------

The accompanying condensed consolidated financial statements have been
prepared by the Company 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 generally accepted
accounting principles have been condensed or omitted pursuant to such
regulations. Certain prior period balances have been reclassified to conform
with the current period presentation. The condensed consolidated financial
statements reflect all adjustments and disclosures which are, in the opinion of
management, necessary for a fair presentation. All such adjustments are of a
normal recurring nature. The condensed consolidated financial statements in this
Quarterly Report on Form 10-Q should be read in conjunction with the
consolidated financial statements and notes thereto for the fiscal year ended
September 30, 1998 that are contained in the Company's 1998 Annual Report on
Form 10-K.

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 3,000 shares were
added to the weighted average number of shares outstanding for the three and six
month periods ended March 31, 1999, respectively. Approximately 8,000 shares and
41,000 shares were added to the weighted average number of shares outstanding
for the three and six month periods ended March 31, 1998, respectively.

Note 3. Comprehensive Income:
--------------------

The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income" as of October 1, 1998. SFAS
No. 130 requires disclosure of total non-stockholder changes in equity in
interim periods and additional disclosures of the components of non-stockholder
changes in equity on an annual basis. Total non-stockholder changes in equity
include all changes in equity during a period except those resulting from
investments by and distributions to stockholders. For the three and six month
periods ended March 31, 1999 and 1998, the only non-stockholder changes in
equity were related to the translation of balance sheets which were denominated
in foreign currencies. The Company has restated the information for the prior
periods included in the accompanying Statements of Stockholders' Equity.

Note 4. Litigation:
----------

On April 16, 1998, a class action lawsuit was filed against certain
officers and directors of the Company in the Superior Court of the State of
California, County of Los Angeles, (Sarah v. Collins et al., Case No. BC189499),
----------------------
purportedly on behalf of persons who purchased the Company's Common Stock
between May 8, 1997 and November 3, 1997. On June 29, 1998, a second class
action lawsuit was filed by the same law firms against the same officers and
directors of the Company in the Superior Court of the State of California,
County of Los Angeles (Guthrie v. Collins et al., Case No. BO193465), also
------------------------
purportedly on behalf of persons who purchased the Company's Common Stock
between May 8, 1997 and November 3, 1997. On August 6, 1998, a third class
action lawsuit was filed by the same law firms against the Company and certain
officers and directors of the Company in the United States District Court for
the Central District of California (Schlagal v. Learning Tree International et
------------------------------------------
al., Case No. 95-6384ABC), purportedly on behalf of persons who purchased the
- --
Company's Common Stock between May 8, 1997 and May 13, 1998. On August 10, 1998,
the Superior Court dismissed the Sarah case. On April 15, 1999, the Court of
-----
Appeals reversed the dismissal of Sarah.
-----

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

On August 27, 1998, plaintiffs amended the Guthrie action to add the
Company and two additional officers as defendants and to expand the proposed
class period to include persons who purchased the Company's Common Stock between
May 8, 1997 and May 13, 1998.

Each of the complaints makes similar allegations of misrepresentations
in certain public disclosures made by the Company at various times during the
class period. Each complaint also alleges that the Company and the defendant
officers and directors concealed an alleged deterioration of business early in
1997 and that several of the officers and directors realized profits by trading
their shares of Company Stock while in possession of allegedly concealed
material adverse information. Each complaint seeks an unspecified amount of
compensatory damages and, additionally, seeks attorneys' fees and other costs,
interest, and other relief.

The Company has agreements with officers and directors under which it
is indemnifying them in each of these proceedings. The Company is unable to
estimate the outcome of these matters or any potential liabilities it may incur.
The Company may incur legal and other defense costs as a result of such
proceedings in an amount which it can not currently estimate. These proceedings
could involve a substantial diversion of the time of some of the members of
management, and an adverse determination in, or settlement of, such litigation
could involve the payment of significant amounts or could include terms in
addition to such payments, which could have an adverse impact on the Company's
business, financial condition, results of operations and cash flows.

Note 5. Write-off of Deferred Development Costs:
---------------------------------------

During the three and six month periods ended March 31, 1999, the
Company wrote-off deferred development costs of $1,052,000 and $1,211,000,
respectively. These write-offs include deferred development costs estimated to
be non-realizable as well as costs for certain CBT courses which were terminated
while still under development. These costs are included in Course Development
expense.

Note 6. Repurchase of Company Stock:
----------------------------

On March 8, 1999, the Board of Directors of the Company authorized the
management of the Company to repurchase up to 1,000,000 shares of the Common
Stock of the Company. During the quarter ended March 31, 1999, the Company
repurchased approximately 154,000 shares of its Common Stock on the open market
at a total cost of approximately $1,124,000. The Company may repurchase
additional shares in the future depending upon market conditions and subject to
Rule 10b-18 of the Securities Exchange Act of 1934.

Note 7. Stock Option Plan:
------------------

At the Company's Annual Shareholder meeting, held on March 5, 1999, the
shareholders approved the Learning Tree International, Inc. 1999 Stock Option
Plan (the "1999 Stock Option Plan"). The 1999 Stock Option Plan provides for the
issuance of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code and non-qualified stock options to purchase an aggregate
of up to 1,500,000 shares of the Common Stock of the Company. The 1999 Stock
Option Plan permits the grant of options to officers, employees, directors and
consultants of the Company. The exercise price of incentive stock options
granted will be greater than or equal to their fair market value at the date of
grant, and the maximum term of all options may not exceed ten years. The vesting
schedule and the period required for full exercisability of the stock options is
at the discretion of the Board of Directors.

Item. 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

Overview
Learning Tree International, Inc. (the "Company"), is a leading
worldwide provider of education and training for corporate information
technology ("IT") professionals in business and government organizations. The
Company develops, markets and delivers a broad, proprietary library of
instructor-led course titles focused on client/server systems, intranet/Internet
technologies, computer networks, operating systems, databases, programming
languages, graphical user interfaces, object-oriented technology and IT
management. The Company also tests and certifies IT professionals in 26 IT job
functions. The Company's instructor-led courses are recommended for college
credit by the American Council on Education.

The Company's Learning Solutions program provides custom developed
training for larger clients who need to train large numbers of their IT
professionals and end-users. The focus of this program is on training that
supports the roll-out and use of new organization-wide information systems,
tools and applications. The Company is seeking additional Learning Solutions
contracts with other potential customers. However since this business is
dependent upon obtaining a small number of large contracts, its revenues are
inherently subject to fluctuations and there can be no assurance as to if, or
when, the Company will obtain Learning Solutions contracts or the amounts
thereof.

In addition to its instructor-led courses, the Company develops,
produces and markets a line of interactive computer-based training courses
incorporating audio and graphical elements ("multimedia CBT") that are designed
for both stand-alone CD-ROM and network-based delivery. The Company believes
that, over time, technology-based training methods are likely to shift from
delivery on CD-ROM to delivery over the Internet. The Company is evaluating the
migration of its CBT courses to an Internet delivery platform which would
require a significant investment. There can be no assurance that a profitable
market for Internet-based training will develop or that the Company would be
able to profitably develop an Internet delivery capability should it choose to
do so.

The Company has been marketing its multimedia CBT products through
direct mail and telemarketing methods, which focus on high volumes of
comparatively smaller unit sales. The Company also markets its multimedia CBT
products through field sales of higher value multimedia CBT contracts. To date,
the majority of the Company's multimedia CBT revenues have been obtained through
direct mail and telemarketing. In developing and marketing its products,
including its multimedia CBT products, the Company has emphasized educational
quality and features. The Company believes that the value of quality training
significantly outweighs the incremental cost to acquire it. That philosophy
notwithstanding, at the current time many purchasers of CBT products,
particularly those making larger library purchases, appear to be placing more
emphasis on pricing and the total number of CBT titles available than on
quality. Competition in the CBT market has continued to intensify, with
significant pressure on both pricing and margins. As a result of these factors,
the Company has emphasized selling directly to IT professionals and other
prospective purchasers who are focused on quality. There can be no assurance
that these strategies will increase market share or that the Company's market
share will not decline as a result of these or other trends.

During fiscal 1998, the Company began to provide its customers with a
skills assessment service through its SkillsTree program. SkillsTree is a
software package that identifies the skills necessary to perform IT functions
and provides an organized computer-based process for companies to assess the
technical proficiency of their staff to perform current and future functions.
Further, SkillsTree identifies areas where technical proficiency is lacking and
specifies which Learning Tree courses could best provide the training necessary
to meet the customers' training needs at individual, departmental and enterprise
levels. The Company believes there is a demand for these services, but there can
be no assurances that it will be able to develop a profitable market for the
SkillsTree programs.

Results of Operations
In the second fiscal quarter ended March 31, 1999, revenues increased
by $1.5 million or 3% to $46.5 million from $45.0 million for the corresponding
quarter of the prior year. Income from operations for the quarter ended March
31, 1999 increased $955,000 or 39% to $3.4 million versus $2.5 million for the
same quarter of fiscal 1998. Net income for the quarter ended March 31, 1999
increased $699,000 or 33% to $2.8 million from $2.1 million for the same period
last year.

For the six month period ended March 31, 1999, revenues increased by
$1.5 million or 2% to $91.7 million from $90.2 million for the six months ended
March 31, 1998. Income from operations for the six months ended March 31, 1999,
increased $2.4 million or 62% to $6.3 million versus $3.9 million for the
corresponding period of the prior year. Net income for the six months ended
March 31, 1999 increased $2.0 million or 59% to $5.4 million versus $3.4 million
for the corresponding period of the prior year.

The modest growth in revenues in the second fiscal quarter was
primarily the result of a 2% increase in average revenue per multi-day course
participant and growth in revenues from the multimedia CBT product line. During
the second quarter, participants in multi-day instructor-led courses decreased
slightly to 27,714 from 27,750, for the same period a year ago.

The increase in revenues for the six months ended March 31, 1999
resulted primarily from a 3% increase in average revenue per multi-day course
participant, additional CBT product line revenues and an increase in
participants in multi-day instructor-led courses offset, in part, by a decrease
in revenues from Learning Solutions programs. The number of participants in
multi-day instructor-led courses increased 1% to 54,500 from 54,048 for the same
period a year ago.

The Company believes that the low growth rate of course participants
may be due to a number of causes, including the pace of introduction of major
new software technologies, the effect of our clients' Year 2000 ("Y2K")
Compliance programs, and other possible factors. Certain independent as well as
internal market surveys have indicated that companies have reduced their
spending on IT training and on new software and hardware investments while
working to overcome their Y2K problems. There can be no assurance that the
Company's revenues will increase as more companies complete their Y2K Compliance
projects. The increase in average revenue per multi-day course participant is
attributable to an increase in the average course duration, increases in prices,
and the introduction and expansion of the 4-course Passport program. The
reduction in revenues produced by the Company's Learning Solutions program
reflects the completion of the initial and follow-on contracts with General
Motors to train General Motors' personnel and dealers on the use and support of
a new proprietary information system. The initial contract with General Motors
ran from June 1997 to November 1997 and was much larger than the follow-on
contract which began in February 1998 and was completed in August 1998. In
fiscal 1999, revenues from the Learning Solutions program were from a small
third phase of the General Motors program.

The Company's cost of revenues for its instructor-led courses primarily
includes the costs associated with course instructors, course materials, course
equipment, freight, classroom facilities and refreshments. For multimedia CBT
courses, cost of revenues primarily includes the costs of amortized development,
manufacturing, distribution and support. The cost of revenues increased to
41.8% of revenues in the second quarter of fiscal 1999 compared to 41.5% in the
second quarter of fiscal 1998 reflecting lower margins in the Company's
multimedia CBT and Learning Solutions product lines which were offset, in part,
by improved margins in multi-day instructor-led courses. For the six months
ended March 31, 1999, the cost of revenues decreased to 42.9% of revenues
compared to 43.3% for the same period in fiscal 1998, reflecting improved
margins in the Company's instructor-led product line which was somewhat offset
by lower margins in the Company's multimedia CBT and Learning Solutions product
lines.

For the second quarter of fiscal 1999, the cost of revenues increased
$783,000 or 4% to $19.5 million from $18.7 million for the same quarter of
fiscal 1998. For the six months ended March 31, 1999, the Company's cost of
revenues increased by $283,000 or 1% to $39.3 million from $39.0 million for the
corresponding period in the prior year. The increases in the cost of revenues
compared to the same periods in the prior year primarily reflect lower margins
in the Company's multimedia CBT product line, due to the amortization of
deferred development costs; Learning Solutions course costs, during the second
quarter and; an increase in the number of multi-day instructor-led courses for
the year-to-date. During the second fiscal quarter ended March 31, 1999, the
number of multi-day instructor-led courses was 1,741 compared to 1,743 during
the same period last year. For the six months ended March 31, 1999, the number
of multi-day instructor-led courses was 3,436 compared to 3,369 for the
corresponding period in fiscal 1998.

Course development expense includes the costs of developing new course
titles and updating the Company's existing course library. The principal costs
are for internal product development staff and independent consultants who serve
as subject matter experts. Course development expenses increased by $1.0
million or 37% to $3.7 million for the quarter ended March 31, 1999 versus $2.7
million in the quarter ended March 31, 1998. For the six months ended March 31,
1999, course development expenses increased $1.2 million or 21% to $7.1 million
from $5.9 million for the corresponding period in the prior year. The increased
costs reflect the write-off of deferred development costs of $1.1 million and
$1.2 million in the three and six month periods ending March 31, 1999,
respectively. These write-offs include deferred development costs estimated to
be non-realizable as well as costs for certain CBT courses which were terminated
while still under development.

The number of multi-day instructor-led course titles was 144 as of
March 31, 1999, compared to 146 a year earlier. The change in size of the multi-
day instructor-led course library reflects the net effect of the introduction of
new titles and the retirement of old titles. Old titles are retired when the
profits they generate are not sufficient to justify the ongoing costs of
marketing them and maintaining their technological content. During the second
quarter, the Company retired a number of courses which had their final
presentation within the quarter. Accordingly, the number of course titles is
expected to decline during the third quarter. There can be no assurance that the
Company will develop more titles than it retires in any period.

The number of CBT course titles increased to 134 as of March 31, 1999
compared to 86 a year ago. The Company expects to develop a modest number of
new CBT course titles while it evaluates the market viability and methodologies
for the potential Internet delivery of its CBT courses.

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 decreased $1.6 million or 10% to $14.0 million for the
quarter ended March 31, 1999 versus $15.6 million for the quarter ended March
31, 1998. For the six months ended March 31, 1999, sales and marketing expenses
decreased $3.1 million or 10% to $27.3 million from $30.4 million for the
corresponding period in the prior year. The decrease in sales and marketing
expenses occurred primarily as a result of a decrease in direct mail marketing
costs per piece and reductions in other marketing costs and sales personnel
costs.

The Company seeks to adjust its marketing activities to correspond with
its expected growth rate in course participants. As discussed above, the rate of
growth in the number of course participants has declined from earlier periods.
Accordingly, the Company has reduced its marketing expenditures during the
second quarter of fiscal 1999 compared to the same periods of the 1998 fiscal
year. Sales and marketing expenses for the second quarter of fiscal 1999
decreased as a percentage of revenues to 30.1% compared to 34.6% in the second
quarter of 1998. Sales and marketing expenses for the six months ended March 31,
1999 decreased to 29.8% as a percentage of revenues compared to 33.7% for the
same period last year.

General and administrative expenses increased $335,000 or 6% to $5.9
million for the quarter ended March 31, 1999 compared to $5.6 million in the
same quarter of the prior year. For the six months ended March 31, 1999,
general and administrative expenses increased $686,000 or 6% to $11.7 million
from $11.0 million for the corresponding period in the prior year. The increase
in general and administrative expenses reflects increases in information systems
and other administrative staff and related costs and increases in facilities
related costs over the prior year. As a percentage of revenue, these costs
increased to 12.8% in the six months ended March 31, 1999 from 12.2% in the
corresponding periods of the prior year.

Other income (expense) is comprised of interest income, interest
expense, foreign currency gains and losses and other. Other income increased
$105,000 to $835,000 for the quarter ended March 31, 1999 versus $730,000 for
the corresponding quarter in the prior year. For the six months ended March 31,
1999, other income increased by $642,000 to $1.9 million from $1.3 million for
the corresponding six month period in the prior year. The increases in net other
income are primarily attributable to additional interest income as compared with
the same periods a year ago.

The provision for income taxes increased $361,000 to $1.4 million for
the quarter ended March 31, 1999 compared to $1.1 million for the same quarter
of the prior year. For the six months ended March 31, 1999, the provision for
income taxes increased $1.0 million to $2.8 million or 59% from $1.8 million for
the same period a year ago. The increases in the income tax provisions reflect
the increases in taxable income.

Backlog
At March 31, 1999, the Company had a backlog of orders for instructor-
led courses of $29.1 million, which represented no change compared to the
backlog of $29.1 million at March 31, 1998. Only a portion of the Company's
backlog is funded. There can be no assurance that orders comprising the backlog
will be realized as revenue.

Fluctuations in Quarterly Results
The Company has in the past experienced fluctuations in its quarterly
operating results and expects such fluctuations to continue in the future. The
Company's course development and sales and marketing expenses are incurred based
on its expectations regarding future market conditions and there can be no
assurance that the attendant revenues will occur. Specifically, the Company
intends to increase the amount of its expenditures for course development and
sales and marketing in the future. The Company may be unable to adjust its
expenditures in a timely manner to compensate for any unexpected revenue
shortfall. Any significant revenue shortfall would therefore have a material
adverse effect on the Company's results of operations. In addition, the
Company's operating results may fluctuate based on other factors including: the
frequency of course events, the number of weeks in a quarter during which
courses can be conducted, the timing, frequency and size of, and response to,
the Company's direct mail marketing and advertising campaigns, the timing of the
introduction of new course titles and alternate delivery methods, the mix
between customer-site course events and Learning Tree-site course events,
competitive forces within the current and anticipated future markets served by
the Company, the spending patterns of its customers, currency fluctuations,
inclement weather and general economic conditions. Fluctuations in quarter-to-
quarter results may also occur as a result of differences in the timing of, and
the time period between, the Company's expenditures on the development and
marketing of its courses and the receipt of revenues.

The Company's revenues and income have historically varied
significantly from quarter to quarter due to seasonality and other factors. The
Company generally has greater revenue and operating income in the second half of
its fiscal year (April through September) than in the first half of its fiscal
year (October through March). This seasonality is due in part to seasonal
spending patterns of the Company's customers arising from budgetary and other
business factors as well as weather, holiday and vacation considerations. In
addition, the seasonality of the Company's operating results reflects the
quarterly differences in the frequency and size of the Company's direct mail
marketing campaigns. There can be no assurance that these seasonal factors or
their effects will remain the same in the future.

Liquidity and Capital Resources
Cash and cash equivalents and short-term interest-bearing investments
increased to $73.9 million at March 31, 1999 from $67.2 million at September 30,
1998, primarily as a result of cash provided by operations offset by property
additions and stock repurchases. For the six months ended March 31, 1999, cash
provided by operations was approximately $12.4 million compared to $13.1 million
during the same period in the prior year. The decrease in cash provided by
operations reflects an increase in prepaid expenses offset, in part, by
increased profitability. As of March 31, 1999, the Company had working capital
of $39.0 million.

In March 1999, the Company announced that the Board of Directors had
authorized it to repurchase up to 1,000,000 shares of Common Stock. Through
March 31, 1999, the Company had repurchased approximately 154,000 shares of
Common Stock for approximately $1,124,000. The Company expects to make
additional purchases through open-market transactions based upon market
conditions and subject to Rule 10b-18 of the Securities Exchange Act of 1934.
There can be no assurance that the Company will acquire all of the shares which
it has been authorized to repurchase. The Board of Directors may authorize
additional repurchases of Common Stock in the future.

For the six months ended March 31, 1999, the Company invested $5.7
million in equipment and facilities compared to $5.7 million in the same period
of the prior year. The level of investment during the current year reflects the
build-out of education center facilities in New York and London during the first
quarter, and the continuing upgrade of course equipment. As of March 31, 1999,
the Company had no material future purchase obligations, capital commitments or
debt and believes that its cash and cash equivalents, its short-term interest-
bearing investments and the cash provided by its operations will be sufficient
to meet its cash requirements for the foreseeable future.

Year 2000 Compliance
The Year 2000 Problem. The Year 2000 ("Y2K") problem arose because many
existing computer programs use only the last two digits to recognize a year.
Therefore, when the year 2000 arrives, these programs may not properly recognize
a year beginning with "20" instead of the familiar "19". The Y2K problem may
result in the improper processing of dates and date-sensitive calculations by
computers and other microprocessor-controlled equipment as the year 2000 is
approached and reached.

State of Readiness. The Company has divided its review of Y2K problems
into three major areas: (1) internal information systems, (2) Company products,
including components supplied by outside vendors, and (3) potential Y2K problems
associated with outside vendors.

The Company has focused most of its efforts on internal systems because
it believes this area could be its primary source of Y2K problems. The Company's
internal computer systems are the foundation for its business operations and
include such critical functions as order entry, shipping, purchasing, inventory
control, manufacturing, accounts receivable, accounts payable and general
ledger. The Company has completed a review of these critical systems and has
determined that they are not Y2K complaint. These systems are supported by third
parties who currently have software updates available at reasonable prices. The
Company expects to complete the installation and implementation of these updates
by August 1, 1999. However, there can be no assurance that this schedule will
not be delayed. The Company is also in the progress of reviewing other equipment
that contains date-sensitive information. The Company expects to complete its
review of all other internal systems by May 31, 1999 and does not expect to
uncover a risk of a material effect on its operations from Y2K problems in this
area.

The Company has reviewed its products and believes that they are Y2K
compliant.

The Company is also in progress of identifying any potential Y2K
problems from outside vendors whose systems interface with the Company's
internal systems. The Company completed this review April 30, 1999. The Company
does not presently plan a general review of other outside vendors, such as
banks, utilities, telephone companies, airlines and shipping companies, and is
relying on general industry pressure to ensure Y2K compliance by these vendors.
Based on a preliminary review of the Y2K problems associated with outside
vendors, the Company does not expect this issue to have a material adverse
effect on its operations. However, since third-party Y2K compliance is not
within the Company's control, the Company cannot be sure that Y2K problems
affecting the

systems of other companies on which the Company's systems rely will not have a
material adverse effect on the Company's operations. For example, any
significant disruption in the banking system, public utilities, local or long
distance telephone service, airplane travel, mail and other common carriers, or
other external systems could severely impact the Company.

Costs to Address the Y2K Issue. Costs to address the Y2K problem
include hardware, software and implementation costs paid to outside consultants.
These costs to date have totaled less than $100,000, the majority of which have
been expensed. The Company expects to incur additional costs totaling less than
$100,000 to upgrade its internal systems.

Risks Presented by the Year 2000 Issue. To date, the Company has not
identified any Y2K problem that it believes could materially adversely affect
the Company or for which a suitable solution cannot be timely implemented.
However, even though the Company has completed its review of interfaces with
other outside vendors, it is possible that Y2K problems may be identified that
could result in a material adverse effect on its operations. Furthermore, no
assessment program can guarantee identification of all potential issues.

Contingency Plans. Although the Company has not formulated a
contingency plan to date, the Company intends to continue to assess its Y2K
risks to determine whether it needs to do so. The Company will have to develop a
contingency plan if its implementation of internal systems or ongoing review of
other outside vendors identify a Y2K problem that poses a significant risk to
its business operation.

Possible Impact on Revenues. The Company's marketing and promotion
programs rely heavily on direct mail programs and telephone solicitation. An
interruption in mail delivery or telephone service could significantly reduce
the Company's marketing efforts with a possible material adverse impact on
revenues. Further, the services rendered by the Company are heavily reliant on
the ability of its customers to travel to the locations where the Company offers
its courses. An interruption in travel services could significantly reduce the
ability of the Company's customers to attend courses with a possible adverse
impact on revenues. The Y2K problem is also expected to result in some degree
of general economic dislocation which could decrease demand for the Company's
products and services resulting in a possible material adverse impact on
revenues. Certain independent as well as internal market surveys have indicated
that companies have reduced their spending on IT training and on new software
and hardware investments while working to overcome their Y2K problems. There
can be no assurance that the Company's revenue will increase as more companies
complete their Y2K Compliance projects.

Forward-looking Information
Except for historical information contained herein, the matters
discussed in this Form 10-Q are forward-looking statements that are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those set forth in such forward-looking statements. Such risks
and uncertainties include, without limitation, the Company's dependence on the
timely development, introduction and customer acceptance of courses and
products, the impact of competition and downward pricing pressures, the effect
of changing economic conditions, the Company's ability to attract and retain key
management and other personnel, risks in technology development and
introduction, the risks involved in currency fluctuations, and the other risks
and uncertainties detailed from time to time in the Company's filings with the
Securities and Exchange Commission, including the Company's 1998 Annual Report
on Form 10-K.

PART II - OTHER INFORMATION

Item 1: LEGAL PROCEEDINGS

Item 2. CHANGES IN SECURITIES

Not Applicable

Item 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable

Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting on March 5, 1999. During the
Annual Meeting of Stockholders the matters that were voted upon
were as follows:

1. Election of Directors
2. Approval of the 1999 Stock Option Plan

The following are the results of the voting:

1. Election of Directors: Shares for Shares withheld
-------------- ---------------

Class I Directors for a term expiring in 2002.

W. Mathew Juechter 19,530,312 650,649
Alan B. Salisbury 19,530,312 650,649
Theodore E. Guth 19,530,312 650,649

The current terms of the Class II Directors, Michael W. Kane and
Max Shevitz, continue until the 2000 Annual Meeting of
Stockholders. The current terms of the Class I Directors, David C.
Collins and Eric R. Garen, continue until the 2001 Annual Meeting
of Stockholders.

2. The 1999 Stock Option Plan was approved.

Item 5. OTHER INFORMATION

Not Applicable

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

10.9 Employment Agreement dated as of February 25, 1999,
between Learning Tree International, Inc and James E.
Furlan
27.1 Financial Data Schedule

b) Reports on Form 8-K

A Form 8-K was filed on March 8, 1999 regarding the
Company's announcement that the Company's Board of Directors
had authorized the management of the Company to repurchase
up to 1,000,000 shares of the Common Stock of the Company.

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 13, 1999 By: /s/ Gary R. Wright
---------------------------------
Gary R. Wright
Chief Financial Officer
(Principal Financial Officer and
Duly Authorized Officer)