PART II - OTHER INFORMATION

Item 1: LEGAL PROCEEDINGS

None

Item 2: CHANGES IN SECURITIES

Not Applicable

Item 3: DEFAULTS UPON SENIOR SECURITIES

Not Applicable

Item 4: SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting of Stockholders on March 7, 1997. During the Annual Meeting of Stockholders, the following two matters were voted upon; the election of directors and an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 25,000,000 shares to 75,000,000 shares. The following are the results of the voting for these matters:

1. Election of directors:				Shares for	Shares withheld
	Class I Directors for a term expiring in 1999.
			W. Mathew Juechter	19,860,280	212,741
			Alan B. Salisbury	19,852,681	220,340
	Class II Directors for a term expiring in 2000.
			Michael W. Kane	19,852,780	220,241
			Max S. Shevitz	19,852,681	220,340

2. Amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 25,000,000 shares to 75,000,000 shares:
		Shares for	Shares against	Shares abstaining
		18,332,170	1,688,632	52,219

The current terms of the Class III Directors, David C. Collins and Eric R. Garen, continue until the 1998 Annual Meeting of Stockholders.

Item 5: OTHER INFORMATION

Not Applicable

Item 6: EXHIBITS AND REPORTS ON FORM 8-K

a) Exhibits

27.1 Financial Data Schedule

b) Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended March 31, 1997.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

                                    LEARNING TREE INTERNATIONAL, INC.


Dated:  May 8, 1997                By:  /s/ Gary R. Wright
                                         --------------------------------
                                         Gary R. Wright
                                         Chief Financial Officer
                                         (Principal Financial Officer and
                                         Duly Authorized Officer)