<SUBMISSION>
<ACCESSION-NUMBER>0000950124-03-003840
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20031117
<ITEMS>11
<ITEMS>12
<FILING-DATE>20031124
<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>031021305
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>21333 HAGGERTY ROAD
<STREET2>SUITE 300
<CITY>NOVI
<STATE>MI
<ZIP>48375
<PHONE>248-697-9000
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>k81275e8vk.txt
<DESCRIPTION>CURRENT REPORT DATED NOVEMBER 17, 2003
<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):    November 17, 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.)


       21333 Haggerty Road, Suite 300, Novi, Michigan              48375
       ----------------------------------------------              -----
          (Address of principal executive offices)               (Zip Code)


Registrant's telephone number, including area code        (248) 697-9000
                                                   -----------------------------


                                       N/A
  -----------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


<PAGE>




ITEMS 1 -- 10.             NOT APPLICABLE.

ITEM 11.          TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S
                  EMPLOYEE BENEFIT PLANS

         On November 17, 2003, the Company received the notice required by
Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974
(29 U.S.C. 1021(i)(2)(E)) with regard to blackout periods under the
Childtime/Tutor Time Retirement Savings Plan (RSP) (the "Plan"). A blackout
period (the "Blackout Period") will be in effect with respect to the Plan
beginning at the close of business December 19, 2003 and ending on the opening
of business February 2, 2004. Because of the transition resulting from the
forthcoming change, effective January 1, 2004, in the administrator of the Plan,
participants in the Plan will be prohibited, during the Blackout Period, from
purchasing, selling, or otherwise acquiring or transferring all equity
securities held for their account within the Plan, including the common stock,
no par value per share, of the Company.

         Inquiries regarding the Blackout Period should be directed to Brett
Zoroya - Payroll Manager, Childtime Learning Centers, Inc. Contact information
for Mr. Zoroya can be found below.

         Mr. Brett Zoroya
         Payroll Manager Childtime Learning Centers, Inc.
         21333 Haggerty Road, Suite 300
         Novi, MI 48375
         (248) 697-9000

ITEM 12.          RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On November 24, 2003, the Company issued the press release attached
hereto as Exhibit 99.1, announcing its operating results for the second quarter
2004. The information contained in the press release is incorporated herein by
reference. The information in this Item 12 and the attached exhibit shall not be
deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly stated by specific reference in such filing.

                                   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: November 24, 2003                  By: /s/ Frank M. Jerneycic
                                            ---------------------------------
                                             Frank M. Jerneycic
                                             Its: Chief Financial Officer and
                                                  Treasurer



<PAGE>


                                 EXHIBIT INDEX


EXHIBIT NO.             DESCRIPTION

EX-99.1                 Press Release dated November 24, 2003


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>k81275exv99w1.txt
<DESCRIPTION>PRESS RELEASE DATED NOVEMBER 24, 2003
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1


                               FOR MORE INFORMATION, CONTACT: Frank M. Jerneycic
                                                Childtime Learning Centers, Inc.
                                                  21333 Haggerty Road, Suite 300
                                                                  Novi, MI 48375
                                                                    248-697-9000


                       CHILDTIME LEARNING CENTERS REPORTS
             OPERATING RESULTS FOR THE SECOND QUARTER OF FISCAL 2004

NOVI, MI, November 24, 2003 -- Childtime Learning Centers, Inc. (NASDAQ: CTIM)
today announced operating results for the 12 weeks (second quarter 2004) and 28
weeks (year to date) ended October 10, 2003. Increased systemwide sales and
improved gross profit were the highlights for second quarter 2004.

Net revenue for second quarter 2004 increased $1.5 million, or 3.5%, from the
same period last year to $45.1 million. Learning Center revenues increased $1.3
million, with comparable center revenues, defined as centers opened 18 months or
longer, increasing $0.9 million or 2.3%, and non-comparable centers increasing
$0.4 million, partially offset by closed center revenues. Franchise Operations
revenues, which consisted primarily of royalties, increased $0.2 million or
20.5% from the same period last year to $1.4 million. Net revenue for year to
date 2004 increased $20.0 million, or 22.8%, from the same period last year to
$107.8 million. The increase was primarily a result of additional revenues of
$17.9 million contributed by Tutor Time centers and $2.1 million contributed by
Franchise Operations, both of which were acquired at the end of first quarter
2003.

The increase in Franchise Operations revenues is a result of royalties generated
from revenue increases experienced by the Company's franchisees. Tutor Time
franchisee-owned centers reported revenues of $26.3 million for the quarter, an
increase of 11.0% from the same period last year, with comparable center
revenues increasing 5.0% for the quarter. Second quarter systemwide sales, which
include revenues from franchisee-owned and Company-owned centers, grew to $70.2
million, an increase of 5.9% from the same period last year.

Gross profit for second quarter 2004 increased $1.4 million, or 53.4%, from the
same period last year to $4.1 million. This increase was primarily a result of
reduced personnel expenses achieved through improved labor efficiency. Gross
profit for year to date 2004 increased $4.9 million, or 68.4%, from the same
period last year to $12.1 million. This increase was a result of a $2.1 million
increase in Franchise Operations, increased revenues from Tutor Time centers and
increased Learning Centers gross profit as a result of reduced personnel
expenses achieved through improved labor efficiency.

Operating loss for second quarter 2004 decreased $9.4 million from the same
period last year to ($1.1 million). The improvement was primarily attributable
to increased gross profit of $1.4

<PAGE>



million, decreased general and administrative expenses of $0.2 million, and
decreased long lived fixed asset and intangible asset impairment charges of $7.6
million. Operating loss for year to date 2004 decreased $10.2 million from the
same period last year to ($0.5 million). The improvement was primarily
attributable to increased gross profit of $4.9 million and decreased long lived
fixed asset and intangible asset impairment charges of $7.6 million, partially
offset by increased general and administrative expenses of $2.1 million.

Net loss decreased to ($1.6 million) for second quarter 2004, compared to a net
loss of ($11.4 million) for the same period last year. The second quarter
improvement was primarily attributable to increased operating income of $9.4
million and decreased interest expense of $0.3 million. Year to date 2004 net
loss decreased to ($1.8 million), compared to a net loss of ($16.8 million) for
the same period last year. The year to date improvement was primarily
attributable to increased operating income of $10.2 million and decreased
expenses related to cumulative effect of changes in accounting principle of 5.0
million.

The second quarter 2004 loss per share was ($0.08) on a basic and diluted basis
as compared to ($2.10) on a basic and diluted basis for the same period last
year. Year to date 2004 loss per share was ($0.11) on a basic and diluted basis
as compared to ($3.15) on a basic and diluted basis for the same period last
year. On May 16, 2003, the Company completed a rights offering under which it
issued 14.1 million shares of common stock. Accordingly, the weighted average
shares outstanding were 19.7 million and 5.4 million for the 12 weeks ended
October 10, 2003 and October 11, 2002, respectively. The weighted average shares
outstanding were 16.1 million and 5.3 million for the 28 weeks ended October 10,
2003 and October 11, 2002, respectively.

Bill Davis, President and Chief Executive Officer commented, "We continue to see
our operating results improve over last year. While the summer months can be a
challenging time in our industry, we are pleased with the gross margin
improvement and the strong comparable revenue increases, particularly with the
Tutor Time corporate and franchise centers. We are starting to reap the benefits
from this acquisition and believe we will return to profitability by our fourth
quarter."


                         SELECTED INCOME STATEMENT DATA
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                             12 WEEKS ENDED                                 28 WEEKS ENDED

                                OCTOBER 10, 2003       OCTOBER 11, 2002       OCTOBER 10, 2003        OCTOBER 11, 2002
<S>                            <C>                   <C>                     <C>                    <C>
        Revenue, net           $       45,069        $       43,530          $     107,829          $     87,828

        Gross profit           $        4,132        $        2,694          $      12,137          $      7,209

       Operating loss          $       (1,069)       $      (10,470)         $        (485)         $    (10,733)

         Net (loss)            $       (1,553)       $      (11,388)         $      (1,823)         $    (16,764)

       Basic and diluted
         (loss) per share      $        (0.08)       $        (2.10)         $       (0.11)         $      (3.15)
</TABLE>



                                     -more-

<PAGE>



                      SELECTED BALANCE SHEET DATA
                             (IN THOUSANDS)

<TABLE>
<CAPTION>
                                 OCTOBER 10, 2003      MARCH 28, 2003

<S>                             <C>                   <C>
    Total Current Assets             $17,256               $14,347

        Total Assets                 $85,973               $83,945

  Total Current Liabilities          $44,824               $27,080

      Total Liabilities              $49,904               $58,132

    Shareholders' Equity             $36,069               $25,813
</TABLE>


Childtime Learning Centers, Inc. (www.childtime.com) of Novi, MI acquired Tutor
Time Learning Systems, Inc., (www.tutortime.com) on July 19, 2002, and is one of
the nation's largest publicly-traded child care providers with operations in 30
states, the District of Columbia and internationally. Childtime Learning
Centers, Inc. has over 7,500 employees and licensed capacity to provide
education and care for over 50,000 children daily in over 470 corporate and
franchise centers worldwide.

Statements included herein that are not historical facts are forward-looking
statements pursuant to the safe harbor provisions of the Private/Securities
Litigation Reform Act of 1995. Forward-looking statements, including beliefs of
future profitability, involve a number of risks and uncertainties, including,
but not limited to, continuation of federal and state assistance programs,
demand for child care as well as general economic conditions, pricing and
competition. Accordingly, actual results could differ materially from those
projected in such forward-looking statements.



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