SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Schedule 13G

Under the Securities Exchange Act of 1934


Learning Tree International, Inc.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

522015106000
(CUSIP Number)

Check the following box if a fee is being paid with this statement.
(   )

The  information  required in the remainder of this cover page (except any items
to which the form provides a cross-reference)  shall not be deemed to be "filed"
for the purpose of Section 18 of the Securities  Exchange Act of 1934 ("Act") or
otherwise  subject to the  liabilities  of that  section of the Act but shall be
subject to all other provisions of the Act.









CUSIP No.
522015106000

1)  Name of Reporting Person
     Lehman Brothers Holdings Inc.
     S.S. or I.R.S. Identification No. of Above Person
     13-3216325

2)  Check the Appropriate box if a Member of a Group

(a)  (   )
(b)  (   )

3)  SEC Use Only

4)  Citizenship or Place of Organization
    Delaware

Number of Shares Beneficially Owned by Each Reporting Person With:

5)  Sole Voting Power
    1,222,715

6)  Shared Voting Power
    -0-

7)  Sole Dispositive Power
    1,222,715

8)  Shared Dispositive Power
    -0-

9)  Aggregate Amount Beneficially Owned by Each Reporting Person
    1,222,715

10) Check if the Aggregate Amount in Row (9) Excludes Certain
    Shares
    (---)

11) Percent of Class Represented by Amount in Row 9 5.6%

12) Type of Reporting Person
    HC/CO






Item 1(a).  Name of Issuer: Learning Tree International, Inc.

Item 1(b).  Address of Issuer's Principal Executive Offices:
            6053 West Century Boulevard
            Los Angeles, CA 90045

Item 2(a).  Name of Persons Filing:
            Lehman Brothers Holdings Inc.

Item 2(b).  Address of Principal Business Office:
            Lehman Brothers Holdings Inc.
            3 World Financial Center
            New York, NY  10285

Item 2(c).  Citizenship or Place of Organization:
            See Item 4 of cover pages

Item 2(d).  Title of Class of Securities:
            Common Stock

Item 2(e).  CUSIP Number:
            522015106000

Item 3.     Information if statement is filed pursuant to Rules
            13d-1(b) or 13d-2(b):

            Not Applicable

Item 4.     Ownership

(a) Amount Beneficially Owned as of May 22, 1998 See Item 9 of cover pages

(b) Percent of Class: See Item 11 of cover pages

(c) Number of shares as to which such person has:  (i) sole power to vote or to
    direct the vote (ii) shared  power to vote or to direct the vote (iii) sole
    power to dispose or to direct the disposition  (iv) shared power to dispose
    or to direct the disposition

     See Items 5-8 of cover pages

Item 5.     Ownership of Five Percent or Less of a Class
 
            Not Applicable.

Item 6.     Ownership of More than Five Percent on Behalf of Another Person

            Not Applicable.




Item 7.     Identification and Classification of the Subsidiary
            which Acquired the Security being reported on by the
            Parent Holding Company

            The relevant subsidiaries are Lehman Brothers Inc. 
            and Lehman Brothers Finance S.A.

Item 8.     Identification and Classification of Members of the Group

            Not Applicable.

Item 9.     Notice of Dissolution of Group

            Not Applicable.


Item 10.  Certification

By signing below I certify  that,  to the best of my knowledge  and belief,  the
securities  referred to above were  acquired in the ordinary  course of business
and were not  acquired for the purpose of and do not have the effect of changing
or  influencing  the  control  of the  issuer  of such  securities  and were not
acquired in connection with or as a participant in any  transaction  having such
purposes or effect.

After  reasonable  inquiry and to the best of the  undersigned's  knowledge  and
belief,  the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.


Dated:  May 22, 1998


LEHMAN BROTHERS HOLDINGS INC.

By:  /s/ Jennifer Marre
       ----------------------
Name:  Jennifer Marre
Title: Vice President and Secretary