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 *
SCHACHT NICHOLAS
  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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, CEO
(Last)
(First)
(Middle)
1805 Library Street,  Suite 300
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2008
(Street)

Reston, VA 20190
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 10/24/2008   A(1)   8,234(2) A $10.61 18,611(3) D  
Common Stock 12/31/2008   D(4)   2,676 D $ 0 15,935(3) D  

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
Employee Stock Option (right to buy) $10.61 10/24/2008   A(5)   24,539   12/31/2009 12/15/2013 Common Stock 24,539(5) $10.61 24,539(6) D  
Employee Stock Option (right to buy) $20.7             12/31/2008 12/15/2012 Common Stock 5,046(7)   5,046 D  
Employee Stock Option (right to buy) $12.66             12/31/2007 06/24/2012 Common Stock 24,242(8)   24,242 D  
Employee Stock Option (right to buy) $14.01             10/01/2006(9) 09/30/2010 Common Stock 100,000   100,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SCHACHT NICHOLAS
1805 Library Street
Suite 300
Reston, VA 20190
  X     President, CEO  

Signatures

 /s/ Nicholas R. Schacht   01/14/2009
**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) Grant of Restricted Common Stock pursuant to 2007 Equity Incentive Plan. The Reporting Person may earn all or a percentage of the shares ("Earned Shares") based on the percent of achievement of incentive targets related to issuer's operating results reported for fiscal year 2009. Any Earned Shares vest thirty-three and one-third percent (33.33%) on December 31 of 2009, 2010, and 2011. Unearned shares will be deemed repurchased by issuer on December 31, 2009 for the aggregate price of $1.00 regardless of the number of shares involved. Unvested Earned Shares, if any, on the date the Reporting Person ceases to be employed by issuer will be deemed repurchased by issuer for the aggregate price of $1.00 regardless of the number of shares involved. The Reporting Person will have no rights with respect to repurchased shares.
(2) Maximum number of shares that may be earned pursuant to grant reported herein.
(3) The maximum number of shares that may be earned pursuant to all grants of restricted common stock.
(4) Forfeiture of restricted common stock granted October 15, 2007 under issuer's 2007 Equity Incentive Plan in accordance with terms of grant. Reporting Person earned a total of 1,382 shares which vest thirty-three and one-third percent (33.33%) on [December 31 of 2009, 2010, and 2011] [January 1 of 2010, 2011, and 2012].
(5) Grant of non-qualified stock option pursuant to 2007 Equity Incentive Plan. The Reporting Person may earn all or a percentage of the options based on achievement of incentive targets for related to operating results of issuer reported for fiscal year 2009. Any earned options will vest thirty-three and one-third percent (33.33%) on December 31 of 2009, 2010, and 2011.
(6) The maximum number of shares that may be earned under this option, subject to achievement of incentive targets related to issuer's operating results reported for fiscal year 2009, and vesting.
(7) Pursuant to issuer's 2007 Equity Incentive Plan, the Reporting Person was granted employee stock options (right to buy) for a maximum of 14,815 shares of issuer's common stock subject to achievement of issuer's operating income targets reported for fiscal year 2008. The Reporting Person earned options to purchase 5,046 shares. Such options vest thirty-three and one-third percent (33.33%) on December 31 of 2008, 2009, and 2010.
(8) Pursuant to issuer's 2007 Equity Incentive Plan, the Reporting Person was granted employee stock options (right to buy) for a maximum of 24,242 shares of issuer's common stock subject to achievement of issuer's operating income targets reported for fiscal year 2007. The Reporting Person earned options to purchase 24,242 shares. Such options vest thirty-three and one-third percent (33.33%) on December 31 of 2007, 2008, and 2009.
(9) Options vest twenty-five percent (25%) on October 1 of 2006, 2007, 2008 and 2009.

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