SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Waldron Charles R (Last) (First) (Middle) 1805 LIBRARY STREET SUITE 300 (Street) RESTON VA 20190 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LEARNING TREE INTERNATIONAL INC [ LTRE ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Chief Financial Officer
	3. Date of Earliest Transaction (Month/Day/Year) 10/24/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/24/2008		A(1)		4,705(2)	A	$10.61	7,024(3)	D
Common Stock	12/31/2008		D(4)		1,530	D	$0	5,494(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$10.61	10/24/2008		A(5)		14,022		12/31/2009	12/15/2013	Common Stock	14,022(5)	$10.61	14,022(6)	D
Employee Stock Option (right to buy)	$10.22	12/03/2008		A(7)		50,000		12/31/2009	12/15/2013	Common Stock	50,000	$10.22	50,000	D
Employee Stock Option (right to buy)	$20.7							12/31/2008	12/15/2012	Common Stock	2,884(8)		2,884	D

Explanation of Responses:

1. Grant of restricted common stock pursuant to 2007 Equity Incentive Plan. The Reporting Person may earn all or a percentage of the shares ("Earned Shares") based on the percent of achievement of incentive targets related to operating results of issuer reported for fiscal year 2009. Any Earned Shares vest thirty-three and one-third percent (33.33%) on December 31 of 2009, 2010, and 2011 provided Reporting Person is still employed by issuer on each vesting date. Unearned shares will be deemed repurchased by issuer on December 31, 2009 for the aggregate price of $1.00 regardless of the number of shares involved. Unvested Earned Shares, if any, on the date the Reporting Person ceases to be employed by issuer will be deemed repurchased by the issuer for the aggregate price of $1.00 regardless of the number of shares involved. The Reporting Person will have no rights with respect to repurchased shares.

2. Maximum number of shares that may be earned pursuant to grant of restricted common stock reported herein.

3. Maximum number of shares of common stock that may be earned pursuant to all grants of restricted common stock.

4. Forfeiture of restricted common stock granted October 15, 2007 under issuer's 2007 Equity Incentive Plan in accordance with terms of grant. Reporting Person earned a total of 789 shares which vest thirty-three and one-third percent (33.33%) on December 31 of 2008, 2009, and 2010.

5. Grant of non-qualified stock option pursuant to 2007 Equity Incentive Plan. The Reporting Person may earn all or a percentage of the options based on achievement of incentive targets related to operating results of issuer reported for fiscal year 2009. Any earned options will vest thirty-three and one-third percent (33.33%) on December 31 of 2009, 2010, and 2011.

6. The maximum number of shares that may be earned under this option, subject to achievement of incentive targets related to operating results of issuer reported for fiscal year 2009, and vesting.

7. Grant of non-qualified stock option pursuant to 2007 Equity Incentive Plan. Options vest thirty-three and one-third percent (33.33%) on December 31 of 2009, 2010 and 2011.

8. Pursuant to issuer's 2007 Equity Incentive Plan, the Reporting Person was granted employee stock options (right to buy) for a maximum of 8,466 shares of issuer's common stock subject to achievement of targets for isuer's operating income reported for fiscal year 2008. The Reporting Person earned options to purchase 2,884 shares. Such options vest thirty-three and one-third percent (33.33%) on December 31 of 2008, 2009 and 2010.

	/s/ Charles R. Waldron	01/14/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.