X0202 4 2004-08-16 0 0001002037 LEARNING TREE INTERNATIONAL INC LTRE 0001024644 COLLINS DAVID C 6053 W. CENTURY BOULEVARD LOS ANGELES CA 90045-0028 1 1 1 0 CEO Common Stock 2004-08-16 4 S 0 3000 12.97 D 3668906 I See Footnote 9. Common Stock 2004-08-16 4 S 0 1000 12.96 D 3668906 I See Footnote 9. Common Stock 2004-08-16 4 S 0 5500 12.95 D 3668906 I See Footnote 9. Common Stock 2004-08-16 4 S 0 5500 12.94 D 3668906 I See Footnote 9. Common Stock 2004-08-16 4 S 0 2500 12.86 D 3668906 I See Footnote 9. Common Stock 2004-08-16 4 S 0 2500 12.85 D 3668906 I See Footnote 9. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person as of February 26, 2003. 1,500 shares sold by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director, and 1,500 shares sold by The Pegasus Foundation, a charitable support foundation of which the reporting person is a trustee. Beneficial ownership of shares held by The Collins Family Foundation and beneficial ownership of shares held by The Pegasus Foundation are disclaimed by the reporting person. See Footnote 9 for explanation of ownership. 500 shares sold by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director, and 500 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. 2,750 shares sold by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director, and 2,750 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. 2,750 shares sold by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director, and 2,750 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. 1,250 shares sold by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director, and 1,250 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. 1,250 shares sold by The Collins Family Foundation, a private charitable foundation of which the reporting person is a director, and 1,250 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. Explanation of Ownership (Columns 5, 6): A. Excludes the following shares, beneficial ownership of which is disclaimed by the reporting person: 140,195 shares held by The Collins Family Foundation; 440 shares held by The Collins Trust 99-1, an irrevocable defective trust f/b/o the reporting person's child; 192,375 shares held by The Pegasus Foundation; 9,000 vested options owned by the reporting person's spouse; and 197,640 shares owned by the Mary C. Collins 1997 Trust as the separate property of the reporting person's spouse. B. Includes the following shares: 1,472,248 shares owned by the David C. Collins 1997 Trust as the reporting person's separate property; 121,840 shares owned by the David C. and Mary C. Collins Family Trust; and 2,074,818 shares held by DCMA Holdings, LP, of which the reporting person and Mary C. Collins are general partners. Although the shares owned by DCMA Holdings, LP, are included, the reporting person disclaims beneficial ownership of such shares. /s/ David C. Collins 2004-08-18