SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.    )*

Learning Tree International, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

522015106

(CUSIP Number)

Mill Road Capital, L.P.

Attn: Thomas E. Lynch

382 Greenwich Avenue

Suite One

Greenwich, CT 06830

203-987-3500

With a copy to:

Peter M. Rosenblum, Esq.

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

617-832-1151

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 18, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page 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 (however, see the Notes).

CUSIP No. 522015106 13D Page 2 of 10 Pages

1.	Names of Reporting Persons. Thomas E. Lynch
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization     USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power     793,771
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power     793,771
11.	Aggregate Amount Beneficially Owned by Each Reporting Person      793,771
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11)      6.0%
14.	Type of Reporting Person (See Instructions)     HC; IN

CUSIP No. 522015106 13D Page 3 of 10 Pages

1.	Names of Reporting Persons. Scott P. Scharfman
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization     USA
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power
		8.	Shared Voting Power     793,771
		9.	Sole Dispositive Power
		10.	Shared Dispositive Power     793,771
11.	Aggregate Amount Beneficially Owned by Each Reporting Person      793,771
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11)      6.0%
14.	Type of Reporting Person (See Instructions)     HC; IN

CUSIP No. 522015106 13D Page 4 of 10 Pages

1.	Names of Reporting Persons Mill Road Capital GP LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization     Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power     793,771
		8.	Shared Voting Power
		9.	Sole Dispositive Power     793,771
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person      793,771
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11)      6.0%
14.	Type of Reporting Person (See Instructions)     HC; OO

CUSIP No. 522015106 13D Page 5 of 10 Pages

1.	Names of Reporting Persons. Mill Road Capital, L.P.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨        (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions)     WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ¨
6.	Citizenship or Place of Organization     Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power     793,771
		8.	Shared Voting Power
		9.	Sole Dispositive Power     793,771
		10.	Shared Dispositive Power
11.	Aggregate Amount Beneficially Owned by Each Reporting Person      793,771
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ¨
13.	Percent of Class Represented by Amount in Row (11)      6.0%
14.	Type of Reporting Person (See Instructions)     PN

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Item 1. Security and Issuer

This joint statement on Schedule 13D relates to the common stock, $0.0001 par value (the “Common Stock”), of Learning Tree International, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 1805 Library Street, Reston, Virginia 20190.

Item 2. Identity and Background

(a) This joint statement on Schedule 13D is being filed by Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital GP LLC, a Delaware limited liability company (the “GP”), and Mill Road Capital, L.P., a Delaware limited partnership (the “Fund”). Each of the foregoing is referred to in this Schedule 13D as a “Reporting Person” and, collectively, as the “Reporting Persons.” Messrs. Lynch and Scharfman, Charles M. B. Goldman and Justin C. Jacobs are the management committee directors of the GP and, in this capacity, are referred to in this Schedule 13D as the “Managers.” The GP is the sole general partner of the Fund. Each of Messrs. Lynch and Scharfman has shared authority to vote and dispose of the shares of Common Stock reported in this Schedule 13D.

The Reporting Persons have entered into a Joint Filing Agreement dated October 29, 2012, a copy of which is filed as Exhibit 1 to this Schedule 13D, pursuant to which they have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k) under the Exchange Act.

(b) The business address of each of the Managers, and the address of the principal business and the principal office of the GP and the Fund, is 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.

(c) The principal business of the GP is acting as the sole general partner of the Fund. The principal business of the Fund is investing in securities. The present principal occupation or employment of each Manager is as a management committee director of the GP and of Mill Road Capital Management LLC, a Delaware limited liability company (the “Management Company”), which provides advisory and administrative services to the GP and is located at 382 Greenwich Avenue, Suite One, Greenwich, CT 06830.

(d) None of the Managers, the GP and the Fund has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Managers, the GP and the Fund was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

(f) Each Manager is a citizen of the United States.

CUSIP No. 522015106 Page 7 of 10 Pages

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership of an aggregate of 793,771 shares of Common Stock for $7,239,863.05 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on customary terms and conditions.

Item 4. Purpose of Transaction

The Reporting Persons acquired shares of the Common Stock based on their belief that the Common Stock represents an attractive investment opportunity. The Reporting Persons further believe that the Issuer would be better able to realize its full value as a private entity. It is the Reporting Persons’ intent to acquire the Company. Accordingly, in a letter dated September 21, 2012, attached hereto as Exhibit 4, the Fund submitted an offer to acquire all outstanding shares of the Issuer that it does not own.

The Reporting Persons intend to review continuously their equity interest in the Issuer. Depending upon their evaluation of the factors described below, one or more of the Reporting Persons may from time to time purchase additional securities of the Issuer, dispose of all or a portion of the securities then held by such Reporting Persons, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated transactions or otherwise.

The Reporting Persons may wish to engage in a constructive dialogue with officers, directors and other representatives of the Issuer, as well as the Issuer’s shareholders; topics of discussion may include, but are not limited to, the Issuer’s markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The Reporting Persons may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that the Reporting Persons may consider in evaluating their equity interest in the Issuer’s business include the following: (i) the Issuer’s business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels; (iii) the availability and nature of opportunities to dispose of the Reporting Persons’ interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to the Reporting Persons; and (vii) other plans and requirements of the Reporting Persons.

Depending on their assessment of the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

Except as set forth above, the Reporting Persons intend to continuously review their options but do not have at this time any specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries; (d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuer’s Board of Directors; (e) any material change in the present

CUSIP No. 522015106 Page 8 of 10 Pages

capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) any change in the Issuer’s charter or by-laws that may impede the acquisition of control of the Issuer by any person; (h) the Issuer’s Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association; (i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated above.

Item 5. Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person’s cover page to this Schedule 13D, are based on a total of 13,175,225 shares of the Common Stock issued and outstanding as of July 23, 2012, as reported in the most recent quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended June 29, 2012. All of the share numbers reported below, and on each Reporting Person’s cover page to this Schedule 13D, are as of October 29, 2012, unless otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 793,771 shares of Common Stock. The GP, as sole general partner of the Fund, also has sole voting and dispositive power over these shares, and each of Messrs. Lynch and Scharfman has the shared authority to vote and dispose of these shares on behalf of the Fund. Accordingly, each of the Reporting Persons beneficially owns 793,771 shares of Common Stock, or approximately 6.0% of the outstanding shares of Common Stock, and the Reporting Persons beneficially own, in the aggregate, 793,771 shares of Common Stock, or approximately 6.0% of the outstanding shares of Common Stock.

(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from August 30, 2012 (the date 60 days prior to the filing of this Schedule 13D) to October 29, 2012:

Date of Purchase / Sale	Shares Purchased / (Sold) (#)		Avg. Purchase / Sale Price per Share ($)
10/11/2012		57,180	$	5.3500
10/12/2012		10,000	$	5.3488
10/18/2012		34,100	$	5.4491
10/19/2012		48,980	$	5.5895
10/22/2012		12,010	$	5.6456
10/23/2012		1,669	$	5.6500
10/25/2012		65,700	$	5.6480
10/26/2012		1,200	$	5.6083

CUSIP No. 522015106 Page 9 of 10 Pages

Each of the above listed transactions was conducted in the ordinary course of business on the open market for cash. Purchases and sales, respectively, have been aggregated daily, and purchase and sale prices do not reflect brokerage commissions paid.

(d) No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Common Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as otherwise described in this Schedule 13D, including the Exhibits attached hereto, there are no contracts, arrangements, understandings, or relationships (legal or otherwise) among the Reporting Persons, or between any Reporting Person(s) and any third party, with respect to any securities of the Issuer, including, but not limited to, those involving the transfer or voting any of the securities, finder’s fees, joint ventures, loan or option arrangements, put or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits

Exhibit 1	Joint Filing Agreement by and among Thomas E. Lynch, Scott P. Scharfman, Mill Road Capital GP LLC and Mill Road Capital, L.P. dated as of October 29, 2012.
Exhibit 2	Confirming Statement of Thomas E. Lynch dated October 29, 2012.
Exhibit 3	Confirming Statement of Scott P. Scharfman dated October 29, 2012.
Exhibit 4	Letter from Mill Road Capital, L.P. to the Special Committee of the Board of Directors of Learning Tree International, Inc. dated September 21, 2012.

[signature pages follow]

CUSIP No. 522015106 Page 10 of 10 Pages

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

DATE: October 29, 2012

MILL ROAD CAPITAL, L.P.
By:	Mill Road Capital GP LLC,
	its General Partner
By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman
MILL ROAD CAPITAL GP LLC
By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman
THOMAS E. LYNCH
/s/ Thomas E. Lynch
Thomas E. Lynch
SCOTT P. SCHARFMAN
/s/ Scott P. Scharfman
Scott P. Scharfman

EX-1

CUSIP No. 522015106 Page 1 of 1 Page

Exhibit 1

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of October 29, 2012, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Learning Tree International, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 1 is filed on behalf of each of the undersigned.

MILL ROAD CAPITAL, L.P.
By:	Mill Road Capital GP LLC,
	its General Partner
By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman
MILL ROAD CAPITAL GP LLC
By:	/s/ Thomas E. Lynch
	Thomas E. Lynch
	Management Committee Director and Chairman
THOMAS E. LYNCH
/s/ Thomas E. Lynch
Thomas E. Lynch
SCOTT P. SCHARFMAN
/s/ Scott P. Scharfman
Scott P. Scharfman

EX-2

CUSIP No. 522015106 Page 1 of 1 Page

Exhibit 2

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Learning Tree International, Inc., a Delaware corporation. The authority of Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of Learning Tree International, Inc. unless earlier revoked in writing. The undersigned acknowledges that Charles M. B. Goldman, Scott P. Scharfman and Justin C. Jacobs are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.

Dated: October 29, 2012	/s/ Thomas E. Lynch
	Thomas E. Lynch

EX-3

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Exhibit 3

CONFIRMING STATEMENT

This Statement confirms that the undersigned has authorized and designated Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs, each acting singly, to execute and file on the undersigned’s behalf all Forms 3, 4 and 5 and Schedule 13D (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of Learning Tree International, Inc., a Delaware corporation. The authority of Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs under this Statement shall continue until the undersigned is no longer required to file any of Forms 3, 4 and 5 and Schedule 13D with regard to the undersigned’s ownership of or transactions in securities of Learning Tree International, Inc. unless earlier revoked in writing. The undersigned acknowledges that Thomas E. Lynch, Charles M. B. Goldman and Justin C. Jacobs are not assuming any of the undersigned’s responsibilities to comply with Section 16 or Section 13 of the Securities Exchange Act of 1934.

Dated: October 29, 2012	/s/ Scott P. Scharfman
	Scott P. Scharfman

EX-4

Exhibit 4

PRIVATE & CONFIDENTIAL

September 21, 2012

Special Committee of the Board of Directors

Learning Tree International, Inc.

1805 Library Street Reston, VA 20190

Re: Mill Road Capital Indication of Interest

Members of the Special Committee:

Mill Road Capital, L.P. (“Mill Road”) has been a shareholder of Learning Tree International, Inc. (“Learning Tree” or the “Company”) since 2009 and is currently the Company’s fourth largest disclosed outside shareholder with an ownership position of approximately 4.2% of the Company’s outstanding common stock. We are a strong believer in the long-term potential of the Company. We have committed substantial time and effort to understanding Learning Tree, both as a public shareholder and as a participant in the transaction process organized by the Board of Directors in the summer of 2011. Accordingly, Mill Road is pleased to submit this non-binding indication of interest (the “Offer”).

The details of our Offer are as follows:

• Purchase Price. Mill Road proposes to acquire 100% of the shares outstanding of the Company (the “Transaction”) for $5.80 per share (the “Purchase Price”), a 10% premium to the price indicated in a non-binding offer filed in a Schedule 13D-A on September 17, 2012 by David Collins and related parties.

• Form of Consideration. The Purchase Price would be payable in cash upon the closing of the Transaction.

• Structure. Mill Road anticipates that the Transaction structure would be a merger of a company organized by Mill Road with and into the Company. Mill Road will confirm the structure after preliminary due diligence review and tax analysis. We are willing to consider an alternative structure if the Special Committee believes it would be beneficial to shareholders.

• Financing. The Transaction would not be contingent on any outside financing.

• Employee Retention. The Transaction would not be contingent on the retention of any members of the management team of the Company.

382 Greenwich Avenue, Suite One • Greenwich, CT 06830 • (203) 987-3500

• Timing. Mill Road believes it can complete the Transaction in an expeditious manner and more quickly than any other outside party.

• Due Diligence. As a long-standing shareholder and a participant in the recent process to sell the Company, Mill Road is deeply familiar with the operations of the business. As such, Mill Road will be able to complete business diligence more quickly than any other outside party. We would also require standard legal, accounting and tax due diligence.

• Required Approvals. Mill Road does not require any outside investment approvals to enter into a Transaction.

• Advisors. Mill Road does not currently plan to engage a financial advisor in connection with the Transaction. We plan to engage our customary legal (Foley Hoag) and accounting (Grant Thornton) advisors.

Mill Road is an investment firm with approximately $400 million of committed equity capital. Our team is comprised of a core group of former Blackstone professionals who have successfully completed several dozen control transactions with a cumulative transaction value of several billion dollars, including multiple micro-cap going private transactions. The firm’s investment strategy is unique in that we focus exclusively on investing in small public companies in the U.S. and Canada. Mill Road has flexible capital with the ability to purchase shares in the open market, buy large block positions from existing shareholders, provide capital for growth or acquisition opportunities, or execute going-private transactions. Our limited partners include a prominent and highly respected group of state pension funds, foundations, endowments, and insurance companies.

This letter sets forth only a non-binding indication of interest. Binding obligations of Mill Road and the Company, if any, will be created only by execution and delivery of mutually acceptable definitive documentation. This letter is CONFIDENTIAL and only for review by the Special Committee and its appointed advisors.

We are prepared and eager to work with you toward a successful completion of the Transaction. Due to our significant transaction experience, specifically with structures of this exact type, we are confident in our ability to execute any transaction expeditiously with minimal disruption to the operations of the business.

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We look forward to speaking with you soon. You may reach me at (203) 987-3505 or Thomas Lynch at (203) 987-3501.

Sincerely,

Mill Road Capital, L.P.

By:	/s/ Justin C. Jacobs
	Name:	Justin C. Jacobs
	Title:	Managing Director

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