Form 4 RIESENFELD STEFAN C For: Oct 24 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RIESENFELD STEFAN C

(Last)

(First)

(Middle)

1805 LIBRARY STREET, SUITE 300

(Street)

RESTON

20190

(City)

(State)

(Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2008

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

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/24/2008		A⁽¹⁾		2,828 ⁽²⁾	A	$ 10.61	6,646 ⁽³⁾	D
Common Stock	12/31/2008		D⁽⁴⁾		956	D	$ 0	5,690 ⁽³⁾	D

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

(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⁾

8,427 ⁽⁵⁾

12/31/2009

12/15/2013

Common Stock

8,427 ⁽⁶⁾

$ 10.61

8,427

Employee Stock Option (right to buy)

$ 20.7

12/31/2008

12/15/2012

Common Stock

1,802 ⁽⁷⁾

1,802

Employee Stock Option (right to buy)

$ 12.66

12/31/2007

06/24/2012

Common Stock

9,090 ⁽⁸⁾

9,090

Employee Stock Option (right to buy)

$ 8.71

10/01/2007⁽⁹⁾

09/30/2010

Common Stock

5,000

Explanation of Responses:

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 isuer's operating results reported for fiscal year 2009. Any Earned Shares vest thirty-three and one-third percent (33.33%) on January 1 of 2010, 2011, and 2012. 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 a director of 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 493 shares which vest thirty-three and one-third percent (33.33%) on January 1 of 2009, 2010, and 2011.

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 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 5,291 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 1,802 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 9,090 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 9,090 shares. Such options vest thirty-three and one-third percent (33.33%) on December 31 of 2007, 2008, and 2009.

9. Options vest thirty-three and one-third percent (33.33%) on October 1 of 2007, 2008, and 2009.

	/s/ Theodore E. Guth by PA for Stefan C. Riesenfeld	01/13/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24.1

rrd205698_232132.html

POWER OF ATTORNEY
Know all by these presents that the undersigned hereby constitutes and appoints 
Theodore E. Guth as the undersigned's true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's capacity 
as a director, officer and/or 10% owner of Learning Tree International, Inc. (the 
"Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities 
Exchange Act of 1934 and the rules thereunder; 
(2) do and perform any and all acts for and on behalf of the undersigned which 
may be necessary or desirable to complete and execute any such Form 3, 4, or 5, 
complete and execute any amendment or amendments thereto, and to file any such 
form with the United States Securities and Exchange Commission and any stock 
exchange or similar authority; and 
(3) take any other action of any type whatsoever in connection with the foregoing 
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, 
or legally required by, the undersigned, it being understood that the documents executed 
by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney 
shall be in such form and shall contain such terms and conditions as such attorney-in-
fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to 
do and perform any and every act and thing whatsoever requisite, necessary, or proper to be 
done in the exercise of any of the rights and powers herein granted, as fully to all intents and 
purposes as the undersigned might or could do if personally present, with full power of 
substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such 
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this 
power of attorney and the rights and powers herein granted.  The undersigned acknowledges 
that this appointment is for convenience only, and such attorney-in-fact, in serving in such 
capacity at the request of the undersigned, is not assuming any of the undersigned's 
responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no 
longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of, and 
transactions in securities issued by, the Company, unless earlier revoked by the undersigned in 
a signed writing delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be 
executed as of this 8th day of November, 2006. 
/s/ Stefan C. Riesenfeld
Signature 
Stefan C. Riesenfeld
Print Name

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