UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Item 4.

Purpose of Transaction

Item 4 is hereby amended and supplemented by adding the following:

On September 14, 2012, the Collins Parties delivered the Letter to the Board expressing the Collins Parties’ interest in the Proposed Transaction.  Originally, the Collins Parties hoped that, following additional negotiations with the Company, their proposal might be accepted and the Proposed Transaction would be consummated by December 31, 2012.  In response to the Collins Parties’ proposal, on September 19, 2012, the Board established the Special Committee to consider, among other things, the Proposed Transaction and strategic alternatives available to the Company.  In the Company’s Annual Report on Form 10-K filed December 18, 2012, the Company stated that, in light of the Collins Parties’ proposal and the additional indications of interest, the Special Committee was evaluating all strategic alternatives available to the Company and that no decisions had been made by the Board or the Special Committee with respect to such proposals as of that date.

Increasingly, over the past few weeks, the Collins Parties have had concerns that their proposal and the Special Committee’s consideration of the Proposed Transaction and strategic alternatives available to the Company was causing distractions for the Company during a period in which there should be increased focus on the operations of the Company in light of the current business environment.  Recently, representatives of the Collins Parties expressed those concerns to representatives of the Special Committee.  Following consultation with their legal and financial advisors and in light of, among other things, the extended passage of time since the Collins Parties initially made their proposal and the Collins Parties’ belief that this is a time to focus on the Company’s operations, on January 31, 2013, the Collins Parties delivered a letter (the “January 2013 Letter”) to the Special Committee informing the Special Committee that the Collins Parties’ September 14, 2012 proposal had been withdrawn.  A copy of the January 2013 Letter is filed as Exhibit 99.1 to this Amendment No. 6, and is incorporated herein by reference.

The Collins Parties have advised the Special Committee that they have no current intention to purchase additional Common Stock in the public market and, at the request of the Special Committee, the Collins Parties have agreed that if their intention changes they will amend this Schedule 13D and provide the Company with five business days’ notice before undertaking any such additional purchases of Common Stock.

As previously disclosed, on December 27, 2012, in connection with the 2013 Annual Meeting, Dr. Collins submitted to the Company a Notice of Nomination of Directors for the 2013 Annual Meeting nominating each of the Nominees and a Notice of New Stockholder Business for the 2013 Annual Meeting notifying the Company of his intent to bring before the 2013 Annual Meeting certain resolutions for approval and adoption by the stockholders of the Company.  Given his view that current business conditions require increased focus on the Company’s operations, Dr. Collins has asked the Nominating and Corporate Governance Committee to consider the composition of the current Board and to seek to nominate directors with additional experience in areas that might benefit the Company.

Except to the extent that the foregoing may be deemed to be a plan or proposal, none of the Reporting Persons currently have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Company or the Common Stock, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.

Item 7.

Material to be Filed as Exhibits

Exhibit 99.1:         Letter, dated January 31, 2013, from the Collins Parties to the Special Committee of the Board of Directors of Learning Tree International, Inc.

/s/ David C. Collins

David C. Collins

/s/ Mary C. Collins

Mary C. Collins

DCMA HOLDINGS, L.P.

By

/s/ Mary C. Collins

Mary C. Collins

Its General Partner

THE ADVENTURES IN LEARNING FOUNDATION

By

/s/ David C. Collins

David C. Collins

Its Trustee

THE COLLINS FAMILY FOUNDATION

By

/s/ Mary C. Collins

Mary C. Collins
Its President