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 *
BOOKER DAVID A
  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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
1805 Library Street,  Suite 300
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2009
(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 11/02/2009   A(1)   1,227 A $ 0 1,227 D  
Common Stock 11/02/2009   F(2)   565 D $10.52 662 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
Restricted Stock Units (3) 11/02/2009   A(3)   3,681     (3)   (4) Common Stock 3,681 $ 0 (2) 3,681 D  
Employee Stock Options (right to buy) $20.7             12/31/2008 12/15/2012 Common Stock 4,931   4,931 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BOOKER DAVID A
1805 Library Street
Suite 300
Reston, VA 20190
      Chief Operating Officer  

Signatures

 /s/ David A. Booker   01/29/2010
**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 common stock pursuant to Issuer's 2007 Equity Incentive Plan.
(2) Surrender of vested shares to fulfill tax withholding obligations.
(3) Grant of restricted stock units ("RS Units") pursuant to Issuer's 2007 Equity Incentive Plan. Each RS Unit represents a right to receive one share of Issuer's common stock provided Reporting Person has been continuously employeed by Issuer as of the date of vesting. RS Units vest one-third on each of the first three anniversaries of the grant date. The Reporting Person will have no right to receive any shares of common stock under this grant (i) if Issuer does not report an operating profit for its 2010 fiscal year or (ii) with respect to any issuance scheduled to occur after he ceases to be an employee of Issuer (whether voluntarily or involuntarily). Reporting Person has no rights or privileges as a stockholder of Issuer with respect to RS Units unless and until a certificate for shares has been issued.
(4) Not applicable.

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