<PAGE>
 
        As filed with the Securities and Exchange Commission on December 1, 1997
                                                            FILE NO. 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           _________________________

                       LEARNING TREE INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                                  <C>
          DELAWARE                                       95-3133814
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)
                                                         
    6053 WEST CENTURY BOULEVARD                          90045-0028
      LOS ANGELES, CALIFORNIA                            (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)             
</TABLE>
                            ________________________

                             1995 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                           _________________________

                   DAVID C. COLLINS, CHIEF EXECUTIVE OFFICER
                          6053 WEST CENTURY BOULEVARD
                      LOS ANGELES, CALIFORNIA  90045-0028
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (310) 417-9700
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

           IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:
                            STEPHEN P. ROTHMAN, ESQ.
                         GUTH ROTHMAN & CHRISTOPHER LLP
                      10866 WILSHIRE BOULEVARD, SUITE 1250
                         LOS ANGELES, CALIFORNIA  90024
                                 (310) 474-8809

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================================================
                                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM
            TITLE OF SECURITIES                           AMOUNT            OFFERING PRICE         AGGREGATE           AMOUNT OF
              TO BE REGISTERED                     TO BE REGISTERED/(1)/    PER SHARE/(2)/    OFFERING PRICE/(2)/   REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                     <C>                <C>                   <C>
Common Stock, par value $0.0001 per share,         1,500,000 shares            $24.6875          $37,031,250          $11,221.59
and options to purchase such Common Stock
===================================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers such additional
     securities as may become issuable to prevent dilution resulting from stock
     splits, stock dividends and similar events.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of calculating
     the registration fee on the basis of the average of the high ($25.375) and
     low ($24.00) sale prices of the Registrant's Common Stock on the Nasdaq
     National Market on November 20, 1997.

                                       1
<PAGE>
 
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Learning Tree
International, Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:

     (a) The Registrant's Annual Report on Form 10-K for the period ended
September 30, 1996, which is the Registrant's latest annual report filed
pursuant to Section 13(a) of the Securities Act, that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

     (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
June 30, 1997, March 31, 1997 and December 31, 1996, filed pursuant to Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act").

     (c) The description of the Registrant's Common Stock as set forth under the
caption "Description of Capital Stock" in the Registrant's registration
statement on Form S-1, File No. 333-12421, as filed with the Commission on
September 20, 1996, and any other amendments or reports thereto filed with the
Commission for the purpose of updating such description.

     In addition, all documents filed subsequent to the date of this
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents.  Any statement contained in a
document deemed to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in any other subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such
statement.

Item 4.  DESCRIPTION OF SECURITIES.

     The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.  The options registered hereunder are issued or issuable under the
Company's 1995 Stock Option Plan, adopted in October 1995 by the Company and its
stockholders (the "Stock Option Plan").  The Stock Option Plan provides for the
issuance of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code and non-qualified stock options to purchase an aggregate
of up to 1,500,000 shares of the Common Stock of the Company.  The Stock Option
Plan permits the grant of options to officers, employees and directors of the
Company.  Under the Stock Option Plan, the exercise price of an incentive stock
option must be at least equal to 100% of the fair market value of the common
Stock on the date of grant (110% of the fair market value in the case of options
granted to employees who hold more than ten percent of the voting power of the
Company's capital stock on the date of grant).  The exercise price of a non-
qualified stock option must be not less than 75% of the fair market value of the
Common Stock on the date of grant. The term of an incentive or non-qualified
stock option is not to exceed ten years (five years in the case of an incentive
stock option granted to a ten percent holder).  The vesting schedule and the
period required for full exercisability of the stock options are at the
discretion of the Stock Option Committee of the Board of Directors but in no
event will any option be exercisable earlier than six months after the date of
grant except in the case of death or disability of the option holder.

     As of September 30, 1997, non-qualified options for approximately 836,000
shares were outstanding under the Stock Option Plan. The exercise price of all
options granted was equal to the fair market value of the Common Stock at the
date of grant and the terms of the options granted to that date are five years.

                                       2
<PAGE>
 
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Theodore E. Guth, a partner in Guth Rothman & Christopher LLP, holds an
option to purchase 12,000 shares of the Registrant's Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Eight of the Amended and Restated Certificate of Incorporation of
the Registrant and Article VIII of the By-laws of the Registrant (filed as
Exhibits 4.3 and 4.4 hereto, respectively) provide for indemnification of
officers and directors and are incorporated herein by this reference.

     Section 145 of the General Corporation Law of the State of Delaware
provides, in part, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any suit or
proceedings because such person is or was a director, officer, employee or agent
of the corporation or was serving at the request of the corporation, as a
director, officer, employee or agent of another corporation, against all costs
actually and reasonably incurred by him in connection with such suit or
proceedings 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.  Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner believed to be in or not opposed to the best
interests of the corporation, and provided further (unless a court of competent
jurisdiction otherwise determines) that such person shall not have been adjudged
liable to the corporation.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

Exhibit
Number
------

 4.1  1995 Stock Option Plan of Learning Tree International, Inc. (incorporated
      by reference to Exhibit 10.8 to Amendment No.1 to the Registrant's
      registration statement on Form S-1, File Number 33-97842, as filed with
      the Commission on November 13, 1995 ("Amendment No. 1")).

 4.2  Form of Option Grants
 
 4.3  Amended and Restated Certificate of Incorporation of the Registrant
      (incorporated by reference to Exhibit 3.1 of Amendment No. 1).

 4.4  By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of
      Amendment No. 1.

 4.5  Specimen of Common Stock Certificate (incorporated by reference to Exhibit
      4.1 of Amendment No. 1.

 5.1  Opinion of Guth Rothman & Christopher LLP

23.1  Consent of Arthur Andersen LLP

23.2  Consent of Guth Rothman & Christopher LLP (included in their opinion filed
      as Exhibit 5.1 hereto)

24.1  Powers of Attorney (included on signature page of this Registration
      Statement)
____________________

                                       3
<PAGE>
 
Item 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1)  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;

               (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 (a)(1)(i) and (a)(1)(ii) do not apply if
     --------  -------                                                          
     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 this Registration Statement.

          (2)  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.

          (3)  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.

     (b)  The undersigned 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 that is incorporated by reference in this
          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 the initial bona
          fide offering thereof.

     (c)  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 of 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>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 the City of Los Angeles, State of California, on November 26,
1997.

                              LEARNING TREE INTERNATIONAL, INC.


                              By:   /s/ DAVID C. COLLIINS
                                    ----------------------------------
                                    David C. Collins, Ph.D.
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. David C. Collins, Eric R. Garen and
Mary C. Adams, jointly and severally, as attorneys-in-fact, each with power of
substitution, for such person in any and all capacities, to sign any and all
amendments and post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his or her substitute or substitutes, may do or cause
to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature                                   Title                                      Date
---------                                   -----                                      ----
<S>                                         <C>                                        <C>
/s/ DAVID C. COLLINS                         Chairman of the Board of Directors        November 26, 1997
--------------------------------------       and Chief Executive Officer (principal
David C. Collins, Ph.D.                      executive officer)
                                                     
/s/ ERIC R. GAREN                            President and Director                    November 26, 1997
--------------------------------------
Eric R. Garen

/s/ MAX S. SHEVITZ                           Executive Vice President and Director     November 26, 1997
--------------------------------------
Max S. Shevitz

/s/ GARY R. WRIGHT                           Vice President, Finance, Chief            November 26, 1997
--------------------------------------       Financial Officer and Secretary
Gary R. Wright                               (principal financial officer and
                                             principal accounting officer)
 
/s/ W.  MATHEW JUECHTER                      Director                                  November 26, 1997
--------------------------------------
W. Mathew Juechter

/s/ ALAN B. SALISBURY                        Director                                  November 26, 1997
--------------------------------------
Alan B. Salisbury, Ph.D.
 
/s/ MICHAEL W. KANE                          Director                                  November 26, 1997
--------------------------------------
Michael W. Kane, Ph.D.
</TABLE>

                                       5
<PAGE>
 
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit Number
--------------
<C>                 <S>
   4.1              1995 Stock Option Plan  (incorporated by
                    reference to Exhibit 10.8 to Amendment No. 1 to
                    the Registrant's registration statement on Form
                    S-1, File No. 33-97842, as filed with the
                    Commission on November 13, 1995 ("Amendment No. 1")
       
   4.2              Form of Option Grants
       
   4.3              Amended and Restated Certificate of
                    Incorporation of the Registrant (incorporated
                    by reference to Exhibit 3.1 of Amendment No. 1).
       
   4.4              By-laws of the Registrant (incorporated by
                    reference to Exhibit 3.2 of Amendment No. 1).
       
   4.5              Specimen of Common Stock Certificate
                    (incorporated by reference to Exhibit 4.1 of
                    Amendment No. 1).
       
   5.1              Opinion of Guth Rothman & Christopher LLP
       
  23.1              Consent of Arthur Andersen LLP
       
  23.2              Consent of Guth Rothman & Christopher LLP
                    (included in their opinion filed as Exhibit 5.1
                    hereto)
       
  24.1              Powers of Attorney (included on signature page
                    of this Registration Statement)
</TABLE>

                                       6
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20460}]
{"company-data": {"conformed-name": "LEARNING TREE INTERNATIONAL INC", "cik": "0001002037", "assigned-sic": "8200", "irs-number": "953133814", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-41325", "film-number": "97731025"}, "business-address": {"street1": "6053 WEST CENTURY BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90045", "phone": "3104179700"}, "mail-address": {"street1": "6053 W CENTURY BLVD", "city": "LOS ANGELES", "state": "CA", "zip": "90045"}}
As filed with the Securities and Exchange Commission on December 1, 1997
                                                            FILE NO. 
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               _________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           _________________________

                       LEARNING TREE INTERNATIONAL, INC.
             (Exact name of Registrant as specified in its charter)
DELAWARE                                       95-3133814
(STATE OR OTHER JURISDICTION OF                       (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NUMBER)
                                                         
    6053 WEST CENTURY BOULEVARD                          90045-0028
      LOS ANGELES, CALIFORNIA                            (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
________________________

                             1995 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)
                           _________________________

                   DAVID C. COLLINS, CHIEF EXECUTIVE OFFICER
                          6053 WEST CENTURY BOULEVARD
                      LOS ANGELES, CALIFORNIA  90045-0028
                    (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (310) 417-9700
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

           IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:
                            STEPHEN P. ROTHMAN, ESQ.
                         GUTH ROTHMAN & CHRISTOPHER LLP
                      10866 WILSHIRE BOULEVARD, SUITE 1250
                         LOS ANGELES, CALIFORNIA  90024
                                 (310) 474-8809

                        CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                            PROPOSED MAXIMUM   PROPOSED MAXIMUM
            TITLE OF SECURITIES                           AMOUNT            OFFERING PRICE         AGGREGATE           AMOUNT OF
              TO BE REGISTERED                     TO BE REGISTERED/(1)/    PER SHARE/(2)/    OFFERING PRICE/(2)/   REGISTRATION FEE
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.0001 per share,         1,500,000 shares            $24.6875          $37,031,250          $11,221.59
and options to purchase such Common Stock
===================================================================================================================================
(1)  Pursuant to Rule 416 of the Securities Act of 1933, as amended (the
     "Securities Act"), this Registration Statement also covers such additional
     securities as may become issuable to prevent dilution resulting from stock
     splits, stock dividends and similar events.

(2)  Pursuant to Rule 457(h), estimated solely for the purpose of calculating
     the registration fee on the basis of the average of the high ($25.375) and
     low ($24.00) sale prices of the Registrant's Common Stock on the Nasdaq
     National Market on November 20, 1997.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  PLAN INFORMATION.*

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

     * Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents, which have been filed by Learning Tree
International, Inc., a Delaware corporation (the "Registrant"), with the
Securities and Exchange Commission (the "Commission"), are incorporated herein
by reference:

     (a) The Registrant's Annual Report on Form 10-K for the period ended
September 30, 1996, which is the Registrant's latest annual report filed
pursuant to Section 13(a) of the Securities Act, that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.

     (b) The Registrant's Quarterly Reports on Form 10-Q for the periods ended
June 30, 1997, March 31, 1997 and December 31, 1996, filed pursuant to Section
13 of the Securities Exchange Act of 1934 (the "Exchange Act").

     (c) The description of the Registrant's Common Stock as set forth under the
caption "Description of Capital Stock" in the Registrant's registration
statement on Form S-1, File No. 333-12421, as filed with the Commission on
September 20, 1996, and any other amendments or reports thereto filed with the
Commission for the purpose of updating such description.

     In addition, all documents filed subsequent to the date of this
Registration Statement by the Registrant pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act, as amended, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of the filing of such documents.  Any statement contained in a
document deemed to be incorporated herein by reference shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in any other subsequently filed document which also
is deemed to be incorporated by reference herein modifies or supersedes such
statement.

Item 4.  DESCRIPTION OF SECURITIES.

     The Registrant's Common Stock is registered under Section 12 of the
Exchange Act.  The options registered hereunder are issued or issuable under the
Company's 1995 Stock Option Plan, adopted in October 1995 by the Company and its
stockholders (the "Stock Option Plan").  The Stock Option Plan provides for the
issuance of incentive stock options within the meaning of Section 422 of the
Internal Revenue Code and non-qualified stock options to purchase an aggregate
of up to 1,500,000 shares of the Common Stock of the Company.  The Stock Option
Plan permits the grant of options to officers, employees and directors of the
Company.  Under the Stock Option Plan, the exercise price of an incentive stock
option must be at least equal to 100% of the fair market value of the common
Stock on the date of grant (110% of the fair market value in the case of options
granted to employees who hold more than ten percent of the voting power of the
Company's capital stock on the date of grant).  The exercise price of a non-
qualified stock option must be not less than 75% of the fair market value of the
Common Stock on the date of grant. The term of an incentive or non-qualified
stock option is not to exceed ten years (five years in the case of an incentive
stock option granted to a ten percent holder).  The vesting schedule and the
period required for full exercisability of the stock options are at the
discretion of the Stock Option Committee of the Board of Directors but in no
event will any option be exercisable earlier than six months after the date of
grant except in the case of death or disability of the option holder.

     As of September 30, 1997, non-qualified options for approximately 836,000
shares were outstanding under the Stock Option Plan. The exercise price of all
options granted was equal to the fair market value of the Common Stock at the
date of grant and the terms of the options granted to that date are five years.

                                       2
Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Theodore E. Guth, a partner in Guth Rothman & Christopher LLP, holds an
option to purchase 12,000 shares of the Registrant's Common Stock.

Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article Eight of the Amended and Restated Certificate of Incorporation of
the Registrant and Article VIII of the By-laws of the Registrant (filed as
Exhibits 4.3 and 4.4 hereto, respectively) provide for indemnification of
officers and directors and are incorporated herein by this reference.

     Section 145 of the General Corporation Law of the State of Delaware
provides, in part, that a corporation shall have the power to indemnify any
person who was or is a party or is threatened to be made a party to any suit or
proceedings because such person is or was a director, officer, employee or agent
of the corporation or was serving at the request of the corporation, as a
director, officer, employee or agent of another corporation, against all costs
actually and reasonably incurred by him in connection with such suit or
proceedings 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.  Similar
indemnity is permitted to be provided to such persons in connection with an
action or suit by or in the right of the corporation, provided such person acted
in good faith and in a manner believed to be in or not opposed to the best
interests of the corporation, and provided further (unless a court of competent
jurisdiction otherwise determines) that such person shall not have been adjudged
liable to the corporation.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

Item 8.  EXHIBITS.

Exhibit
Number
------

 4.1  1995 Stock Option Plan of Learning Tree International, Inc. (incorporated
      by reference to Exhibit 10.8 to Amendment No.1 to the Registrant's
      registration statement on Form S-1, File Number 33-97842, as filed with
      the Commission on November 13, 1995 ("Amendment No. 1")).

 4.2  Form of Option Grants
 
 4.3  Amended and Restated Certificate of Incorporation of the Registrant
      (incorporated by reference to Exhibit 3.1 of Amendment No. 1).

 4.4  By-laws of the Registrant (incorporated by reference to Exhibit 3.2 of
      Amendment No. 1.

 4.5  Specimen of Common Stock Certificate (incorporated by reference to Exhibit
      4.1 of Amendment No. 1.

 5.1  Opinion of Guth Rothman & Christopher LLP

23.1  Consent of Arthur Andersen LLP

23.2  Consent of Guth Rothman & Christopher LLP (included in their opinion filed
      as Exhibit 5.1 hereto)

24.1  Powers of Attorney (included on signature page of this Registration
      Statement)
____________________

                                       3
Item 9.  UNDERTAKINGS.

     (a) The undersigned Registrant hereby undertakes:

          (1)  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;

               (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 (a)(1)(i) and (a)(1)(ii) do not apply if
     --------  -------                                                          
     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 this Registration Statement.

          (2)  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.

          (3)  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.

     (b)  The undersigned 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 that is incorporated by reference in this
          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 the initial bona
          fide offering thereof.

     (c)  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 of 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
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 the City of Los Angeles, State of California, on November 26,
1997.

                              LEARNING TREE INTERNATIONAL, INC.

                              By:   /s/ DAVID C. COLLIINS
                                    ----------------------------------
                                    David C. Collins, Ph.D.
                                    Chairman of the Board of Directors
                                    and Chief Executive Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Dr. David C. Collins, Eric R. Garen and
Mary C. Adams, jointly and severally, as attorneys-in-fact, each with power of
substitution, for such person in any and all capacities, to sign any and all
amendments and post-effective amendments to this Registration Statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his or her substitute or substitutes, may do or cause
to be done by virtue thereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                                   Title                                      Date
---------                                   -----                                      ----
/s/ DAVID C. COLLINS                         Chairman of the Board of Directors        November 26, 1997
--------------------------------------       and Chief Executive Officer (principal
David C. Collins, Ph.D.                      executive officer)
                                                     
/s/ ERIC R. GAREN                            President and Director                    November 26, 1997
--------------------------------------
Eric R. Garen

/s/ MAX S. SHEVITZ                           Executive Vice President and Director     November 26, 1997
--------------------------------------
Max S. Shevitz

/s/ GARY R. WRIGHT                           Vice President, Finance, Chief            November 26, 1997
--------------------------------------       Financial Officer and Secretary
Gary R. Wright                               (principal financial officer and
                                             principal accounting officer)
 
/s/ W.  MATHEW JUECHTER                      Director                                  November 26, 1997
--------------------------------------
W. Mathew Juechter

/s/ ALAN B. SALISBURY                        Director                                  November 26, 1997
--------------------------------------
Alan B. Salisbury, Ph.D.
 
/s/ MICHAEL W. KANE                          Director                                  November 26, 1997
--------------------------------------
Michael W. Kane, Ph.D.
5
EXHIBIT INDEX
Exhibit Number
--------------
4.1              1995 Stock Option Plan  (incorporated by
                    reference to Exhibit 10.8 to Amendment No. 1 to
                    the Registrant's registration statement on Form
                    S-1, File No. 33-97842, as filed with the
                    Commission on November 13, 1995 ("Amendment No. 1")
       
   4.2              Form of Option Grants
       
   4.3              Amended and Restated Certificate of
                    Incorporation of the Registrant (incorporated
                    by reference to Exhibit 3.1 of Amendment No. 1).
       
   4.4              By-laws of the Registrant (incorporated by
                    reference to Exhibit 3.2 of Amendment No. 1).
       
   4.5              Specimen of Common Stock Certificate
                    (incorporated by reference to Exhibit 4.1 of
                    Amendment No. 1).
       
   5.1              Opinion of Guth Rothman & Christopher LLP
       
  23.1              Consent of Arthur Andersen LLP
       
  23.2              Consent of Guth Rothman & Christopher LLP
                    (included in their opinion filed as Exhibit 5.1
                    hereto)
       
  24.1              Powers of Attorney (included on signature page
                    of this Registration Statement)
6