SEC FORM 4/A

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^*

ADAMS MARY 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)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Admin Officer, Secy

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)
05/20/2005

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	05/18/2005		S⁽¹⁾		8,789⁽²⁾	D	$12.5	2,406,738⁽³⁾	I⁽³⁾	See Footnote 5.
Common Stock	05/18/2005		S⁽¹⁾		511⁽²⁾	D	$12.51	2,406,738⁽³⁾	I⁽³⁾	See Footnote 5.
Common Stock	05/18/2005		S⁽¹⁾		450⁽²⁾	D	$12.52	2,406,738⁽³⁾	I⁽³⁾	See Footnote 5.
Common Stock	05/18/2005		S⁽¹⁾		250⁽²⁾	D	$12.53	2,406,738⁽³⁾	I⁽³⁾	See Footnote 5.
Common Stock	05/18/2005		S⁽¹⁾		8,789⁽⁴⁾	D	$12.5	2,406,738⁽³⁾	I⁽³⁾	See Footnote 5.
Common Stock	05/18/2005		S⁽¹⁾		511⁽⁴⁾	D	$12.51	2,406,738⁽³⁾	I⁽³⁾	See Footnote 5.
Common Stock	05/18/2005		S⁽¹⁾		450⁽⁴⁾	D	$12.52	2,406,738⁽³⁾	I⁽³⁾	See Footnote 5.
Common Stock	05/18/2005		S⁽¹⁾		250⁽⁴⁾	D	$12.53	2,406,738⁽³⁾	I⁽⁵⁾	See Footnote 5.

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)
Employee Stock Options (right to buy)	$13.02	05/09/2005		A		50,000		⁽⁶⁾	09/30/2009	Common Stock	50,000	⁽⁷⁾	50,000	D⁽⁸⁾

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan entered into by the reporting person as of February 26, 2003.

2. Shares sold by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director. Beneficial ownership of such shares is disclaimed by the reporting person.

3. See Footnote 5 for explanation of ownership.

4. Shares sold by The Pegasus Foundation, a charitable support foundation of which the reporting person is a trustee. Beneficial ownership of such shares is disclaimed by the reporting person.

5. EXPLANATION OF OWNERSHIP: EXCLUDES the following, beneficial ownership of which is disclaimed by the reporting person: 109,918 shares held by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director; 162,098 shares held by The Pegasus Foundation, a charitable support organization of which the reporting person is a trustee; and 1,472,248 shares held by the David C. Collins 1997 Trust as the separate property of the reporting person's spouse. INCLUDES the following: 12,000 vested options owned by the reporting person and 197,640 shares owned by the Mary C. Collins 1997 Trust as the reporting person's separate property; 122,280 shares owned by the David C. & Mary C. Collins Family Trust; and 2,074,818 shares held by DCMA Holdings, LP, of which the reporting person and David C. Collins are general partners. Although the shares held by DCMA Holdings, LP, are included, the reporting person disclaims beneficial ownership of such shares.

6. Options exercisable in four equal annual installments on October 1, 2005, 2006, 2007, and 2008.

7. Options exercisable at $13.02 per share.

8. See also Footnote 5.

	/s/ Mary C. Adams	06/13/2005
	** 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).
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