<PAGE>   1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998
                                                REGISTRATION NO. 333-

==============================================================================

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER

                          THE SECURITIES ACT OF 1933

                         COMPUTER LEARNING CENTERS, INC.
                         -------------------------------
            (Exact name of registrant as specified in its charter)

         DELAWARE                                              36-3501869
------------------------------                         -----------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

      11350 RANDOM HILLS ROAD, SUITE 240, FAIRFAX, VIRGINIA           22030
      -----------------------------------------------------           -----
             (Address of Principal Executive Offices)              (Zip Code)

                            1998 STOCK INCENTIVE PLAN
                            -------------------------
                            (Full Title of the Plan)

                               CHARLES L. COSGROVE
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                         COMPUTER LEARNING CENTERS, INC.
                       11350 RANDOM HILLS ROAD, SUITE 240
                             FAIRFAX, VIRGINIA 22030
                             -----------------------
                     (Name and Address of Agent For Service)

                                 (703) 359-9333
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)

<TABLE>
<CAPTION>
                       CALCULATION OF REGISTRATION FEE
                       -------------------------------
                         PROPOSED    PROPOSED
TITLE OF                 MAXIMUM     MAXIMUM
SECURITIES   AMOUNT TO   OFFERING    AGGREGATE   AMOUNT OF  
TO BE        BE          PRICE PER   OFFERING    REGISTRATION
REGISTERED   REGISTERED  SHARE       PRICE       FEE
----------   ----------  -----       -----       ---
<S>          <C>         <C>         <C>         <C>     
Common       1,000,000   6.109375    6,109,375   1,851.33
Stock, $.01  shares (1)  (2)         (2)         (2)      
par value    
</TABLE>


 (1)  Representing shares of the Registrant's Common Stock, par value $.01
      per share (the "Common Stock"), to be issued by the Registrant in
      connection with the 1998 Stock Incentive Plan.  This Registration
      Statement also covers such indeterminate number of additional shares as
      may become issuable to prevent dilution in the event of stock splits,
      stock dividends or similar transactions pursuant to the terms of the
      Plan.

(2)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
      1933, based on the average of the high and low prices of the
      Registrant's Common Stock as reported by the Nasdaq National Market on
      December 17, 1998.

==============================================================================



<PAGE>   2

PART I.     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I of Form S-8 is included in documents
sent or given to participants in the 1998 Stock Incentive Plan of Computer
Learning Centers, Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  The following documents, which are
filed with the Commission, are incorporated in this Registration Statement by
reference:

      (a)   The Registrant's latest annual report filed pursuant to Section
            13(a) or 15(d) of the Exchange Act or the latest prospectus filed
            pursuant to Rule 424(b) under the Securities Act that contains
            audited financial statements for the latest fiscal year for which
            such statements have been filed.

            (b)   All other reports filed pursuant to Section 13(a) or 15(d)
                  of the Exchange Act since the end of the fiscal year
                  covered by the document referred to in (a) above.

            (c)   The description of the Registrant's Common Stock, par value
                  $.01 per share (the "Common Stock"), contained in a
                  registration statement filed under the Exchange Act
                  including any amendment or report filed for the purpose of
                  updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL.
  
            Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 ("Section 145") of the Delaware General Corporation Law, as
amended, provides a detailed statutory framework covering indemnification of
officers and directors against liabilities and expenses arising out of legal
proceedings brought against them by reason of their being or having been
directors or officers.  Section 145 generally provides that a director or
officer of a corporation (i) shall be indemnified by the corporation for all
expenses of such legal proceedings when he is successful on the merits, (ii)
may be indemnified by the corporation for expenses, judgments, fines and
amounts paid in settlement of such proceedings (other than a derivative
suit), even if he



                                       2
<PAGE>   3

is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he is not successful on the merits, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification may be made under clause (iii)
above, however, if the director or officer is adjudged liable for negligence or
misconduct in the performance of his duties to the corporation, unless a
corporation determines that, despite such adjudication, but in view of all the
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such a determination may be made by a majority of a quorum of disinterested
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction.

      The indemnification of directors and officers is provided for by
Article SEVENTH of the Registrant's Second Amended and Restated Certificate
of Incorporation which provides in substance that, to the fullest extent
permitted by Delaware law as it now exists or as amended, each director and
officer shall be indemnified against reasonable costs and expenses, including
attorney's fees, and any liabilities which he may incur in connection with
any action to which he may be made a party by reason of his being or having
been a director or officer of the Registrant.  The indemnification provided
by the Registrant's Second Amended and Restated Certificate of Incorporation
is not deemed exclusive of or intended in any way to limit any other rights
to which any person seeking indemnification may be entitled.

      Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

      Article NINTH of the Registrant's Second Amended and Restated
Certificate of Incorporation provides for the elimination of personal
liability of a director for breach of fiduciary duty, as permitted by Section
102(b)(7) of the Delaware General Corporation Law.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
 
            Not applicable.

ITEM 8.     EXHIBITS.

      The Exhibit Index immediately preceding the exhibits and the exhibits 
listed thereon are incorporated herein by reference.

ITEM 9.     UNDERTAKINGS.

      1.    The Registrant undertakes:

            (a)     To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    registration statement:

                        (i)         To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                        (ii)        To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;


                                       3
<PAGE>   4




                        (iii)       To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
                                    provided, however, that paragraphs (i) and
                                    (ii) do not apply if the Registration
                                    Statement is on Form S-3 or Form S-8, and
                                    the information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in periodic reports filed by
                                    the Registrant pursuant to Section 13 or
                                    Section 15(d) of the Exchange Act that are
                                    incorporated by reference in the
                                    Registration Statement.

            (b)         That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new Registration Statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

            (c)         To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

      2.    The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.

      3.    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.



                                       4
<PAGE>   5

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Fairfax, Virginia, on the 23rd day of December,
1998.

                                          COMPUTER LEARNING CENTERS, INC.

                                          By:   /s/  REID R. BECHTLE
                                             -------------------------------
                                                Reid R. Bechtle
                                                Chief Executive Officer

                               POWER OF ATTORNEY

      We, the undersigned officers and directors of Computer Learning
Centers, Inc., hereby severally constitute Reid R. Bechtle, Charles L.
Cosgrove and David Sylvester, and any of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us
and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent amendments to
said Registration Statement, and generally to do all such things in our names
and behalf in our capacities as officers and directors to enable Computer
Learning Centers, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.

      WITNESS our hands and common seal on the date set forth below.



                                       5
<PAGE>   6



      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                         TITLE                    DATE
       ---------                         -----                    ----

/s/  Reid R. Bechtle                Chief                 )   December 23, 1998
------------------------            Executive Officer     )
Reid R. Bechtle                     and Director          )
                                    (Principal Execu-     )
                                    tive Officer)         )
                                                           

/s/  Charles L. Cosgrove            Vice President        )   December 23, 1998
------------------------            and Chief Fin-        )
Charles L. Cosgrove                 ancial Officer        )
                                    (Principal Finan-     )
                                    cial Officer)         )
                                                           
                                    
/s/  Mark M. Nasser                 Controller (Prin-     )   December 23, 1998
------------------------            cipal Accounting      )
Mark M. Nasser                      Officer)              )
                                                           

/s/  John L. Corse                  Director, President   )   December 23, 1998
------------------------            and Chief Operating    
John L. Corse                       Officer                
                                                           

/s/  Harry H. Gaines                Director              )   December 23, 1998
------------------------
Harry H. Gaines                                           )


/s/  Ira D. Cohen                   Director              )   December 23, 1998
------------------------
Ira D. Cohen                                              )



/s/  Stephen P. Reynolds            Director              )   December 23, 1998
------------------------
Stephen P. Reynolds                                       )



/s/  Ralph W. Clark                 Director              )   December 23, 1998
------------------------
Ralph W. Clark                                            )







                                       6
<PAGE>   7






<TABLE>
<CAPTION>
                                 EXHIBIT INDEX


Exhibit
Number                Description                   Page
------                -----------                   ----
<S>             <C>                                 <C>
4.1             Second Amended and Restated           *
                Certificate of Incorporation, as
                amended (incorporated  herein by
                reference to Exhibit 3.1 to the
                Registrant's report on Form 10-Q
                for the quarter ended July 31,
                1997)                                 

4.2             Amended and Restated By-Laws of       *
                the Registrant (incorporated
                herein by reference to Exhibit
                3.4 to the Registrant's
                Registration Statement on Form
                S-1, as amended (File No.
                33-90716)(the "Form S-1"))          


4.3             Specimen Certificate of Common        *
                Stock of the Registrant
                (incorporated herein by reference
                to Exhibit 4.1 to the Form S-1)       

5               Opinion of Hale and Dorr LLP          8

23.1            Consent of Hale and Dorr LLP          8
                (included in Exhibit 5)               

23.2            Consent of PricewaterhouseCoopers     9
                LLP                                   

24.1            Power of Attorney (included in        5
                the signature pages of this
                Registration Statement)              

99.1            1998 Stock Incentive Plan            10

</TABLE>


* Incorporated herein by reference
[{"type": "S-8", "sequence": "1", "description": "COMPUTER LEARNING CENTERS, INC. FORM S-8", "secsgml_size_bytes": 20697}]
{"company-data": {"conformed-name": "COMPUTER LEARNING CENTERS INC", "cik": "0000943206", "assigned-sic": "8200", "irs-number": "363501869", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-69583", "film-number": "98774668"}, "business-address": {"street1": "11350 RANDOM HILLS RD", "street2": "STE 240", "city": "FAIRFAX", "state": "VA", "zip": "22030", "phone": "703-359-77"}, "mail-address": {"street1": "11350 RANDOM HILLS ROAD", "street2": "SUITE 240", "city": "FAIRFAX", "state": "VA", "zip": "22030"}}
1
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 23, 1998
                                                REGISTRATION NO. 333-

==============================================================================

                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER

                          THE SECURITIES ACT OF 1933

                         COMPUTER LEARNING CENTERS, INC.
                         -------------------------------
            (Exact name of registrant as specified in its charter)

         DELAWARE                                              36-3501869
------------------------------                         -----------------------
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                         Identification Number)

      11350 RANDOM HILLS ROAD, SUITE 240, FAIRFAX, VIRGINIA           22030
      -----------------------------------------------------           -----
             (Address of Principal Executive Offices)              (Zip Code)

                            1998 STOCK INCENTIVE PLAN
                            -------------------------
                            (Full Title of the Plan)

                               CHARLES L. COSGROVE
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                         COMPUTER LEARNING CENTERS, INC.
                       11350 RANDOM HILLS ROAD, SUITE 240
                             FAIRFAX, VIRGINIA 22030
                             -----------------------
                     (Name and Address of Agent For Service)

                                 (703) 359-9333
                                 --------------
          (Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
                       -------------------------------
                         PROPOSED    PROPOSED
TITLE OF                 MAXIMUM     MAXIMUM
SECURITIES   AMOUNT TO   OFFERING    AGGREGATE   AMOUNT OF  
TO BE        BE          PRICE PER   OFFERING    REGISTRATION
REGISTERED   REGISTERED  SHARE       PRICE       FEE
----------   ----------  -----       -----       ---
Common       1,000,000   6.109375    6,109,375   1,851.33
Stock, $.01  shares (1)  (2)         (2)         (2)      
par value
(1)  Representing shares of the Registrant's Common Stock, par value $.01
      per share (the "Common Stock"), to be issued by the Registrant in
      connection with the 1998 Stock Incentive Plan.  This Registration
      Statement also covers such indeterminate number of additional shares as
      may become issuable to prevent dilution in the event of stock splits,
      stock dividends or similar transactions pursuant to the terms of the
      Plan.

(2)   Estimated solely for the purpose of calculating the registration fee in
      accordance with Rule 457(c) and Rule 457(h) under the Securities Act of
      1933, based on the average of the high and low prices of the
      Registrant's Common Stock as reported by the Nasdaq National Market on
      December 17, 1998.

==============================================================================
2

PART I.     INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information required by Part I of Form S-8 is included in documents
sent or given to participants in the 1998 Stock Incentive Plan of Computer
Learning Centers, Inc. (the "Registrant") pursuant to Rule 428(b)(1) of the
Securities Act of 1933, as amended (the "Securities Act").

PART II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

      The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission").  The following documents, which are
filed with the Commission, are incorporated in this Registration Statement by
reference:

      (a)   The Registrant's latest annual report filed pursuant to Section
            13(a) or 15(d) of the Exchange Act or the latest prospectus filed
            pursuant to Rule 424(b) under the Securities Act that contains
            audited financial statements for the latest fiscal year for which
            such statements have been filed.

            (b)   All other reports filed pursuant to Section 13(a) or 15(d)
                  of the Exchange Act since the end of the fiscal year
                  covered by the document referred to in (a) above.

            (c)   The description of the Registrant's Common Stock, par value
                  $.01 per share (the "Common Stock"), contained in a
                  registration statement filed under the Exchange Act
                  including any amendment or report filed for the purpose of
                  updating such description.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents.

ITEM 4.     DESCRIPTION OF SECURITIES.

            Not applicable.

ITEM 5.     INTEREST OF NAMED EXPERTS AND COUNSEL.
  
            Not applicable.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Section 145 ("Section 145") of the Delaware General Corporation Law, as
amended, provides a detailed statutory framework covering indemnification of
officers and directors against liabilities and expenses arising out of legal
proceedings brought against them by reason of their being or having been
directors or officers.  Section 145 generally provides that a director or
officer of a corporation (i) shall be indemnified by the corporation for all
expenses of such legal proceedings when he is successful on the merits, (ii)
may be indemnified by the corporation for expenses, judgments, fines and
amounts paid in settlement of such proceedings (other than a derivative
suit), even if he

                                       2
3

is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he is not successful on the merits, if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation. No indemnification may be made under clause (iii)
above, however, if the director or officer is adjudged liable for negligence or
misconduct in the performance of his duties to the corporation, unless a
corporation determines that, despite such adjudication, but in view of all the
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such a determination may be made by a majority of a quorum of disinterested
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction.

      The indemnification of directors and officers is provided for by
Article SEVENTH of the Registrant's Second Amended and Restated Certificate
of Incorporation which provides in substance that, to the fullest extent
permitted by Delaware law as it now exists or as amended, each director and
officer shall be indemnified against reasonable costs and expenses, including
attorney's fees, and any liabilities which he may incur in connection with
any action to which he may be made a party by reason of his being or having
been a director or officer of the Registrant.  The indemnification provided
by the Registrant's Second Amended and Restated Certificate of Incorporation
is not deemed exclusive of or intended in any way to limit any other rights
to which any person seeking indemnification may be entitled.

      Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits a corporation to provide in its Certificate of Incorporation that a
director of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit.

      Article NINTH of the Registrant's Second Amended and Restated
Certificate of Incorporation provides for the elimination of personal
liability of a director for breach of fiduciary duty, as permitted by Section
102(b)(7) of the Delaware General Corporation Law.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
 
            Not applicable.

ITEM 8.     EXHIBITS.

      The Exhibit Index immediately preceding the exhibits and the exhibits 
listed thereon are incorporated herein by reference.

ITEM 9.     UNDERTAKINGS.

      1.    The Registrant undertakes:

            (a)     To file, during any period in which offers or sales are
                    being made, a post-effective amendment to this
                    registration statement:

                        (i)         To include any prospectus required by
                                    Section 10(a)(3) of the Securities Act;

                        (ii)        To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement;

                                       3
4

                        (iii)       To include any material information with
                                    respect to the plan of distribution not
                                    previously disclosed in the Registration
                                    Statement or any material change to such
                                    information in the Registration Statement;
                                    provided, however, that paragraphs (i) and
                                    (ii) do not apply if the Registration
                                    Statement is on Form S-3 or Form S-8, and
                                    the information required to be included in a
                                    post-effective amendment by those paragraphs
                                    is contained in periodic reports filed by
                                    the Registrant pursuant to Section 13 or
                                    Section 15(d) of the Exchange Act that are
                                    incorporated by reference in the
                                    Registration Statement.

            (b)         That, for the purpose of determining any liability under
                        the Securities Act, each such post-effective amendment
                        shall be deemed to be a new Registration Statement
                        relating to the securities offered therein, and the
                        offering of such securities at that time shall be deemed
                        to be the initial bona fide offering thereof.

            (c)         To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

      2.    The Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be in the initial
bona fide offering thereof.

      3.    Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act, and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

                                       4
5

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Fairfax, Virginia, on the 23rd day of December,
1998.

                                          COMPUTER LEARNING CENTERS, INC.

                                          By:   /s/  REID R. BECHTLE
                                             -------------------------------
                                                Reid R. Bechtle
                                                Chief Executive Officer

                               POWER OF ATTORNEY

      We, the undersigned officers and directors of Computer Learning
Centers, Inc., hereby severally constitute Reid R. Bechtle, Charles L.
Cosgrove and David Sylvester, and any of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us
and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent amendments to
said Registration Statement, and generally to do all such things in our names
and behalf in our capacities as officers and directors to enable Computer
Learning Centers, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.

      WITNESS our hands and common seal on the date set forth below.

                                       5
6

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                         TITLE                    DATE
       ---------                         -----                    ----

/s/  Reid R. Bechtle                Chief                 )   December 23, 1998
------------------------            Executive Officer     )
Reid R. Bechtle                     and Director          )
                                    (Principal Execu-     )
                                    tive Officer)         )
                                                           

/s/  Charles L. Cosgrove            Vice President        )   December 23, 1998
------------------------            and Chief Fin-        )
Charles L. Cosgrove                 ancial Officer        )
                                    (Principal Finan-     )
                                    cial Officer)         )
                                                           
                                    
/s/  Mark M. Nasser                 Controller (Prin-     )   December 23, 1998
------------------------            cipal Accounting      )
Mark M. Nasser                      Officer)              )
                                                           

/s/  John L. Corse                  Director, President   )   December 23, 1998
------------------------            and Chief Operating    
John L. Corse                       Officer                
                                                           

/s/  Harry H. Gaines                Director              )   December 23, 1998
------------------------
Harry H. Gaines                                           )

/s/  Ira D. Cohen                   Director              )   December 23, 1998
------------------------
Ira D. Cohen                                              )

/s/  Stephen P. Reynolds            Director              )   December 23, 1998
------------------------
Stephen P. Reynolds                                       )

/s/  Ralph W. Clark                 Director              )   December 23, 1998
------------------------
Ralph W. Clark                                            )

                                       6
7
EXHIBIT INDEX

Exhibit
Number                Description                   Page
------                -----------                   ----
4.1             Second Amended and Restated           *
                Certificate of Incorporation, as
                amended (incorporated  herein by
                reference to Exhibit 3.1 to the
                Registrant's report on Form 10-Q
                for the quarter ended July 31,
                1997)                                 

4.2             Amended and Restated By-Laws of       *
                the Registrant (incorporated
                herein by reference to Exhibit
                3.4 to the Registrant's
                Registration Statement on Form
                S-1, as amended (File No.
                33-90716)(the "Form S-1"))          

4.3             Specimen Certificate of Common        *
                Stock of the Registrant
                (incorporated herein by reference
                to Exhibit 4.1 to the Form S-1)       

5               Opinion of Hale and Dorr LLP          8

23.1            Consent of Hale and Dorr LLP          8
                (included in Exhibit 5)               

23.2            Consent of PricewaterhouseCoopers     9
                LLP                                   

24.1            Power of Attorney (included in        5
                the signature pages of this
                Registration Statement)              

99.1            1998 Stock Incentive Plan            10
* Incorporated herein by reference