FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ADAMS MARY C
  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
(Last)
(First)
(Middle)
400 North Continental Boulevard, Suite 200
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2006
(Street)

El Segundo, CA 90245
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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 04/10/2006   G(1)   96,225 A $12.45 2,407,238(2) I(3) See Footnote 2.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ADAMS MARY C
400 North Continental Boulevard
Suite 200
El Segundo, CA 90245
    X   Chief Admin Officer, Secy  

Signatures

 /s/ Mary C. Adams   04/12/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) This Form 4 is being filed to report a bona fide gift of common stock of Learning Tree International, Inc. from the Garen Family Foundation, a Section 501(c)(3) exempt private foundation, to The Adventures in Learning Foundation, a charitable support foundation of which the reporting person is a trustee. Beneficial ownership of shares held by The Adventures in Learning Foundation is disclaimed by the reporting person.
(2) OWNERSHIP: EXCLUDES (beneficial ownership of which is disclaimed by the reporting person): 89,918 shares held by The Collins Family Foundation, a private charitable foundation of which reporting person is a director; 238,323 shares held by The Adventures in Learning Foundation (formerly The Pegasus Foundation), a charitable support organization of which reporting person is a trustee; and 1,472,248 shares held by David C. Collins 1997 Trust as the separate property of reporting person's spouse. INCLUDES the following: 12,500 vested options owned by reporting person and 197,640 shares owned by Mary C. Collins 1997 Trust as reporting person's separate property; 162,929 shares owned by David C. and Mary C. Collins Family Trust; and 2,034,169 shares held by DCMA Holdings, LP, of which reporting person and David C. Collins are general partners. Although shares held by DCMA Holdings, LP, are included, reporting person disclaims beneficial ownership of such shares.
(3) See Footnote 2.

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