<SUBMISSION>
<ACCESSION-NUMBER>0000950124-03-000781
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20030310
<ITEMS>5
<ITEMS>7
<FILING-DATE>20030320
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CHILDTIME LEARNING CENTERS INC
<CIK>0001003648
<ASSIGNED-SIC>8351
<IRS-NUMBER>383261854
<STATE-OF-INCORPORATION>MI
<FISCAL-YEAR-END>0402
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-27656
<FILM-NUMBER>03609875
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>38345 WEST 10 MILE RD
<STREET2>STE 100
<CITY>FARMINGTON HILLS
<STATE>MI
<ZIP>48335
<PHONE>8104763200
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k75602e8vk.txt
<DESCRIPTION>CURRENT REPORT
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported): March 10, 2003



                        CHILDTIME LEARNING CENTERS, INC.
             (Exact name of registrant as specified in its Charter)





             Michigan                     0-27656               38-3261854
    ---------------------------           -------               ----------
   (State or other jurisdiction         (Commission           (IRS Employer
         of incorporation)              File Number)        Identification No.)


38345 West 10 Mile Road, Suite 100, Farmington Hills, Michigan         48335
--------------------------------------------------------------         ------
           (Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code  (248) 476-3200


                                 Not applicable
 -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>
ITEMS 1 - 4. NOT APPLICABLE.

ITEM 5.      OTHER EVENTS.

         On March 10, 2003, the Company held a Special Meeting of Shareholders
for the purpose of approving an amendment to the Company's Restated Articles of
Incorporation to increase the number of authorized shares of Common Stock from
20,000,000 shares, no par value, to 40,000,000 shares, no par value. The
proposal was approved by the shareholders at the Special Meeting. The votes were
as follows:

         Amendment to the Restated Articles of Incorporation

Votes In Favor                Votes Against                   Votes Abstained
--------------                -------------                   ----------------
   4,091,380                     282,225                             0


ITEM 6.      NOT APPLICABLE.

ITEM 7.      FINANCIAL STATEMENTS AND EXHIBITS.

       (a) - (b)  NOT APPLICABLE.

       (c)        EXHIBITS.

                  3.1  Certificate of Amendment to Articles of Incorporation,
                       filed with the State of Michigan on March 19, 2003.

ITEMS 8 AND 9.    NOT APPLICABLE.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  CHILDTIME LEARNING CENTERS, INC.


Date:  March 19, 2003             By: /s/ Frank M. Jerneycic
                                      ------------------------------------------
                                      Frank M. Jerneycic
                                      Its: Chief Financial Officer and Treasurer



<PAGE>

                                 EXHIBIT INDEX



Exhibit No.                     Description
-----------                     -----------

   3.1           Certificate of Amendment to Articles of Incorporation, filed
                 with the State of Michigan on March 19, 2003.




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>3
<FILENAME>k75602exv3w1.txt
<DESCRIPTION>CERTIFICATE OF AMEND TO ARTICLES OF INCORPORATION
<TEXT>
<PAGE>
                                                                     EXHIBIT 3.1

              MICHIGAN DEPARTMENT OF CONSUMER AND INDUSTRY SERVICES
                          BUREAU OF COMMERCIAL SERVICES
 (Date Received)

                                        (For Bureau Use Only)
                         This document is effective on the date filed, unless
                         subsequent effective date within 90 days after received
                         date is stated in the document.



-------------------------------------------------------
Name
Christopher J. Kawa, Legal Assistant
Honigman Miller Schwartz and Cohn LLP
-------------------------------------------------------
Address
2290 First National Building
-------------------------------------------------------
City          State         Zip Code
Detroit       MI            48226                           EFFECTIVE DATE:
-------------------------------------------------------
         Document will be returned to the name and address you enter above.
            If left blank document will be mailed to the registered office.

            CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION
              FOR USE BY DOMESTIC PROFIT AND NONPROFIT CORPORATIONS
           (Please read information and instructions on the last page)


         Pursuant to the provisions of Act 284, Public Acts of 1972 (profit
corporations), or Act 162, Public Acts of 1982 (nonprofit corporations), the
undersigned corporation executes the following certificate:


1.   The present name of the corporation is:  Childtime Learning Centers, Inc.

2.   The identification number assigned by the Bureau is:  343-660

3.   Article III of the Restated Articles of Incorporation is hereby amended to
     read in its entirety as follows:

  ARTICLE III

The total authorized shares:

Common Shares     40,000,000            Preferred Shares       1,000,000

A statement of all or any of the relative rights, preferences and limitations of
the shares of each class is as follows:

         The board of directors may cause the corporation to issue Preferred
         Shares in one or more series, each series to bear a distinctive
         designation and to have such relative rights and preferences as shall
         be prescribed by resolution of the board. Such resolutions, when filed,
         shall constitute amendments to these Restated Articles of
         Incorporation.


<PAGE>
5.   (For amendments adopted by unanimous consent of incorporators before
     the first meeting of the board of directors of trustees.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the _____ day of _________, _____, in accordance with the
         provisions of the Act by the unanimous consent of incorporator(s)
         before the first meeting of the Board of Directors or Trustees.

               Signed this __________ day of _________________, 2003

         ______________________________          ______________________________
                  (Signature)                              (Signature)

         ______________________________          ______________________________
         (Type or Print Name and Title)          (Type or Print Name and Title)


         ______________________________          ______________________________
                  (Signature)                             (Signature)

         ______________________________          ______________________________
         (Type or Print Name and Title)          (Type or Print Name and Title)


6.   (For profit corporations, and for nonprofit corporations whose articles
        state the corporation is organized on a stock or on a membership basis.)

         The foregoing amendment to the Articles of Incorporation was duly
         adopted on the 10th day of March, 2003 by the shareholders if a profit
         corporation, or by the shareholders or members if a nonprofit
         corporation (check one of the following)

         [X]  at a meeting. The necessary votes were cast in favor of the
              amendment.

         [ ]  by written consent of the shareholders or members having not
              less than the minimum number of votes required by statute in
              accordance with Section 407(1) of and (2) of the Act if a
              nonprofit corporation, or Section 407(1) of the Act if a
              profit corporation. Written notice to shareholders or members
              who have not consented in writing has been given. (Note:
              Written consent by less than all of the shareholders or
              members is permitted only if such provision appears in the
              Articles of Incorporation.)

         [ ]  by written consent of all the shareholders or members entitled
              to vote in accordance with Section 407(3) of the Act if a
              nonprofit corporation, or Section 407(2) of the Act if a
              profit corporation.

         [ ]  by the board of a profit corporation pursuant to section 611(2).


<Table>
<S>                                                   <C>
          Profit Corporations                                    Nonprofit Corporations

Signed this 14th day of March, 2003                   Signed this ___ day of ________, 20___


By:  /s/ Frank Jerneycic                               By:
   ----------------------------------------               --------------------------------------------
     (Signature of an authorized                          (Signature of President, Vice-President,
          officer or agent)                                  Chairperson or Vice-Chairperson)

Frank Jerneycic, Chief Financial
  Officer and Treasurer                                   --------------------------------------------
(Type or Print Name)   (Type or Print Title)              (Type or Print Name)   (Type or Print Title)
</Table>
<PAGE>
BCS/CD 515

Name of Person or Organization              Preparer's Name and Business
Remitting Fees:                             Telephone Number:

Honigman Miller Schwartz and Cohn LLP       Christopher J. Kawa, Legal Assistant

                                            (313)  465-7210


                          INFORMATION AND INSTRUCTIONS

1.   The amendment cannot be filed until this form, or a comparable document, is
     submitted.

2.   Submit one original of this document. Upon filing, the document will be
     added to the records of the Corporation, Securities and Land Development
     Bureau. The original will be returned to the address appearing in the box
     on the front as evidence of filing.

     Since this document will be maintained on optical disk media, it is
     important that the filing be legible. Documents with poor black and white
     contrast, or otherwise illegible, will be rejected.

3.   This Certificate is to be used pursuant to the provisions of Section 631 of
     Act 284, P.A. 1972 or Act 162, P.A. of 1982, for the purposes of amending
     the Articles of Incorporation of a domestic profit corporation or nonprofit
     corporation. Do not use this form for restated articles.

4.   Item 2 - Enter the identification number previously assigned by the Bureau.
     If this number is unknown, leave it blank.

5.   Item 3 - The article(s) being amended must be set forth in its entirety.
     However, if the article being amended is divided into separately
     identifiable sections, only the sections being amended need be included.

6.   For nonprofit charitable corporations, if an amendment changes the term of
     existence to other than perpetual, Attorney General Consent should be
     obtained at the time of dissolution.

7.   This document is effective on the date endorsed "filed" by the Bureau. A
     later effective date, no more than 90 days after the date of delivery, may
     be stated as an additional article.

8.   Signatures:
     PROFIT CORPORATIONS:
     1) Item 4 must be completed and signed by at least a majority of the
        Incorporators listed in the Articles of Incorporation.
     2) Item 5 must be completed and signed by an authorized officer or agent
        of the corporation.
     NONPROFIT CORPORATIONS:
     1) Item 4 must be completed and signed by at all of the incorporators
        listed in the Articles of Incorporation.
     2) Item 5 must be completed and signed by either the president,
        vice-president, chairperson or vice-chairperson.

9.   NONREFUNDABLE FEE: Make remittance payable to the State of Michigan.
Include corporation name and identification number on check or money
order..................................................................$ 10.00

     ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS
     ARE:
     Each additional 20,000 authorized shares or portion thereof ... $     30.00
     Maximum fee for first 10,000,000 authorized shares ............ $  5,000.00
     Each additional 20,000 authorized shares or portion thereof in
       excess of 10,000,000 shares ................................. $     30.00
     Maximum fee per filing for authorized shares in excess of
       10,000,000 shares ........................................... $200,000.00

To submit by mail:                              To submit in person:
   Michigan Department of Consumer                 6546 Mercantile Way
     & Industry Services                           Lansing, MI
   Bureau of Commercial Services                   Telephone: (517) 241-6400
   Corporation Division                         Fees may be paid by VISA or
   7150 Harris Drive                            Mastercard when delivered in
   P.O. Box 30054                               person to our office.
   Lansing, MI 48909


MICH-ELF (Michigan Electronic Filing System)
First Time Users: Call (517) 241-6420, or visit our website at
     http:// www.cis.state.mi.us/bcs/corp/

Customer with MICH-ELF Filer Account:  Send document to (517) 241-9845








</TEXT>
</DOCUMENT>
</SUBMISSION>
