SEC FORM 4

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

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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^*

COLLINS DAVID C

(Last)

(First)

(Middle)

6053 W. CENTURY BOULEVARD

(Street)

LOS ANGELES

90045-0028

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/29/2003

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/29/2003		J		179	A⁽¹⁾	$0⁽¹⁾	3,674,728⁽²⁾	D
Common Stock	09/29/2003		J		17,678	A⁽³⁾	$0⁽³⁾	3,674,728⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Shares distributed without consideration from DCMA Holdings, L.P. to general partner pursuant to terms of partnership agreement.

2. Explanation of Ownership: A. Excludes the following shares, beneficial ownership of which is disclaimed by the reporting person: 182,820 shares held by The Collins Family Foundation; 422 shares held by The Collins Trust 99-1, an irrevocable defective trust f/b/o reporting person's child; 235,000 shares held by The Pegasus Foundation of which the reporting person is a trustee; 6,000 vested options owned by Mary C. Adams, the reporting person's spouse, as her separate property; 197,640 shares owned by the Mary C. Collins 1997 Trust as separate property of the reporting person's spouse. B. Includes 1,475,150 shares owned by the David C. Collins 1997 Trust ; 88,322 shares held by the David C. and Mary C. Collins Family Trust; and 2,111,256 shares held by DCMA Holdings, LP, of which the reporting person and Ms Adams are general partners. Although the shares owned by DCMA Holdings, L.P. are included, the reporting person disclaims beneficial ownership of such shares.

3. Shares distributed without consideration to the reporting person by The Collins Trust 99-1, an irrevocable defective trust f/b/o the reporting person's child, of which the reporting person is a trustee, in payment of interest on promissory notes to satisfy obligations of the Trust. Beneficial ownership of shares owned by The Collins Trust 99-1 is disclaimed by the reporting person.

	/s/ David C. Collins	09/29/2003
	** 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.
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