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 *
GAREN ERIC R
  2. Issuer Name and Ticker or Trading Symbol
LEARNING TREE INTERNATIONAL INC [LTRE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman of the Board
(Last)
(First)
(Middle)
400 North Continental Boulevard, Suite 200
3. Date of Earliest Transaction (Month/Day/Year)
08/18/2006
(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 08/18/2006   S(1)   100(2) D $8.15 2,238,480(3) I See Footnote 9.
Common Stock 08/18/2006   S(1)   400(4) D $8.14 2,238,480(3) I See Footnote 9.
Common Stock 08/18/2006   S(1)   1,100(5) D $8.12 2,238,480(3) I See Footnote 9.
Common Stock 08/18/2006   S(1)   400(4) D $8.11 2,238,480(3) I See Footnote 9.
Common Stock 08/18/2006   S(1)   700(6) D $8.1 2,238,480(3) I See Footnote 9.
Common Stock 08/18/2006   S(1)   300(7) D $8.09 2,238,480(3) I See Footnote 9.
Common Stock 08/21/2006   S(1)   300(7) D $8.05 2,238,480(3) I See Footnote 9.
Common Stock 08/21/2006   S(1)   200(8) D $7.93 2,238,480(3) I See Footnote 9.
Common Stock 08/21/2006   S(1)   100(2) D $7.89 2,238,480(3) I Footnote 9.
Common Stock 08/21/2006   S(1)   200(8) D $7.88 2,238,480(3) I See Footnote 9.
Common Stock 08/21/2006   S(1)   300(7) D $7.82 2,238,480(3) I See Footnote 9.
Common Stock 08/21/2006   S(1)   400(4) D $7.81 2,238,480(3) I See Footnote 9.
Common Stock 08/22/2006   S(1)   200(8) D $7.8 2,238,480(3) I See Footnote 9.
Common Stock 08/22/2006   S(1)   400(4) D $7.73 2,238,480(3) I See Footnote 9.
Common Stock 08/22/2006   S(1)   300(7) D $7.72 2,238,480(3) I See Footnote 9.
Common Stock 08/22/2006   S(1)   200(8) D $7.7 2,238,480(3) I See Footnote 9.
Common Stock 08/22/2006   S(1)   100(2) D $7.68 2,238,480(3) I See Footnote 9.
Common Stock 08/22/2006   S(1)   100(2) D $7.67 2,238,480(9) I See Footnote 9.

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
GAREN ERIC R
400 North Continental Boulevard
Suite 200
El Segundo, CA 90245
  X   X   Vice Chairman of the Board  

Signatures

 /s/ Theodore E. Guth by P/A for Eric R. Garen   08/22/2006
**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) 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 May 10, 2004, and amended as of March 7, 2006.
(2) 20 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 10 shares sold by the Garen Dynasty Trust, 35 shares sold by the Nicole Suzanne Garen Family Trust, 35 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.
(3) See Footnote 9 for explanation of ownership.
(4) 80 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 40 shares sold by the Garen Dynasty Trust, 140 shares sold by the Nicole Suzanne Garen Family Trust, 140 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.
(5) 220 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 110 shares sold by the Garen Dynasty Trust, 385 shares sold by the Nicole Suzanne Garen Family Trust, 385 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.
(6) 140 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 70 shares sold by the Garen Dynasty Trust, 245 shares sold by the Nicole Suzanne Garen Family Trust, 245 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.
(7) 60 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 30 shares sold by the Garen Dynasty Trust, 105 shares sold by the Nicole Suzanne Garen Family Trust, 105 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.
(8) 40 shares sold by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person is a trustee and disclaims beneficial ownership; 20 shares sold by the Garen Dynasty Trust, 70 shares sold by the Nicole Suzanne Garen Family Trust, 70 shares sold by the Steven Robert Garen Family Trust, each an irrevocable trust established by the reporting person and his spouse f/b/o their children.
(9) Ownership INCLUDES: 876,268 shares held by the Garen Family Trust of which the reporting person and spouse are co-trustees; 414,520 shares held by each of the Eric Garen 2005 Annuity Trust and the Nancy Garen 2005 Annuity Trust; 234,139 shares held by each of the Eric Garen 2006 Annuity Trust and the Nancy Garen 2006 Annuity Trust; 64,894 shares held by the Garen Family Foundation, a Section 501(c)(3) exempt private foundation of which the reporting person and spouse are co-trustees and disclaim beneficial ownership. EXCLUDES aggregate of 1,160,825 shares held by certain trusts ("Trusts") established by the reporting person and spouse f/b/o their children: 156,719 shares held by the Garen Dynasty Trust, an irrevocable DE trust, 502,053 shares held by the Nicole Suzanne Garen Family Trust and 502,053 shares held by the Steven Robert Garen Family Trust, each an irrevocable CA trust. The reporting person disclaims beneficial ownership of all shares owned by the Trusts.

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