SecProbe.io

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Mail Stop 7010

						July 22, 2005

via U.S. mail and Facsimile

Brian M. Sondey
Chief Executive Officer
TAL International Group, Inc.
100 Manhattanville Road
Purchase, NY 10577-2135

Re:	TAL International Group, Inc.
	Form S-1 filed June 30, 2005
	File No. 333-126317

Dear Mr. Sondey:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1 filed June 30, 2005

General

1. Please include all information that is not subject to Rule 430A
in
the next amendment, including a bona fide estimate of the range of
the maximum offering price for the shares and the maximum number
of
shares offered.  This information must be included on the
prospectus
cover page, as well as in the body of the prospectus.  See
instruction 1(A) to Item 501(b)(3) of Regulation S-K.  We may have
further comments after reviewing this information.

2. Please file all exhibits with your next amendment, or as soon
as
possible.  Understand that we will need adequate time to review
these
materials before accelerating effectiveness.

3. Supplementally provide us with copies of any artwork you intend
to
include in the prospectus.

Cover

4. Disclose that the selling shareholders include officers.

5. Please delete the term "Joint Book-Running Managers" from the
cover. To the extent that you use the term elsewhere in the
prospectus, please explain it.

Prospectus Summary, page 1

6. We note your summary contains a lengthy description of the
company`s business, industry, competitive strengths and strategy.
In
the summary, you are to carefully consider and identify those
aspects
of the offering that are the most significant and determine how to
best highlight those points in clear, plain language.  The summary
should not include a lengthy description of the company`s business
and business strategy.  This detailed information is better suited
for the body of the prospectus.  If you want to highlight key
aspects
of your business strategy, consider listing these in a bullet-
point
format, with one sentence per bullet point.  See Item 503(a) of
Regulation S-K and part IV.C. of SEC Release No. 33-7497 (Jan. 28,
1998).

7. We note statements such as "According to Drewry Shipping
Consultants Limited..." and "According to Containerisation
International..." with regard to TAL`s position within the
shipping
container industry.  Please supplementally provide us with copies
of
any reports or documents by these or other entities upon which you
have relied in making statements about TAL and the shipping
container
industry in the prospectus.

In addition, please tell us whether the reports you base this
information on have been made available to the public or whether
they
were prepared for you.

8. Please revise this section to include a balanced description of
your business.  For example, to the extent that you discuss your
business strategy in the summary, please balance it by briefly
discussing the risks of implementing the strategy, such as the
risk
that equipment prices and lease rates may change unfavorably or
you
may be unable to meet future capital requirements.

The Acquisition, page 7

9. We note your disclosure on page 6 that prior to this offering
you
intend to enter into an asset securitization facility and a new
senior secured credit facility.  Please update to disclose the
status
of these new facilities and any new terms in your revised filing.

Summary Historical and Pro Forma Financial Data, page 8

10. Revise footnote 1 to your Summary Historical and Pro Forma
Financial Data to provide sufficient justification for your
presentation and to further explain how you use EBITDA and
Adjusted
EBITDA to assess financial performance.  Also, provide a similar
discussion in Management`s Discussion and Analysis so that
investors
can better understand how you use EBITDA and Adjusted EBITDA.

11. Supplementally tell us whether the EBITDA definition used in
the
management agreement and defined in the senior subordinated credit
agreement is the same as that presented on page 1 (Prospectus
Summary), page 38 (Management`s Discussion and Analysis), and page
60
(Business).  If so, you may refer to Question 10 of the staff`s
June
13, 2003 outline, Frequently Asked Questions Regarding the Use of
Non-GAAP Financial Measures, for guidance in connection with your
future periodic reports.

Risk Factors, page 12

12. Throughout this section, you state that you "cannot assure",
"there can be no assurance", or you "cannot be sure [of]" various
facts.  The real risk, however, is not your inability to assure
the
reader or predict the outcome of various situations.  Please
revise
so that the risk is clear.

13. Include a risk factor discussing your management agreements
and
the fact that the parties to these agreements and their affiliates
may engage in business transactions with no obligation to conduct
the
transactions through TAL, resulting in a potential conflict of
interest and loss of business opportunities.  In this regard, we
note
your disclosures on pages 84-85 as well as the fact that these
entities are affiliates of beneficial owners.

14. Some of your risk factors appear to state a risk that could
apply
to shipping container companies generally.  Please review your
risk
factors and revise to state the specific risk to your company and
its
operations.

We will require a significant amount of cash..., page 20

15. Disclose the amount of your annual debt service under your
current credit facilities.  Once you have entered into your new
credit facilities, please update this information.

Risks Related to the Offering, page 21

16. Include a risk factor briefly describing the rights of holders
of
preferred stock compared to the rights of holders of common stock.
For example, state, if true, that any and all cumulative dividends
payable to preferred stockholders will be payable before the
company
could pay any dividends to common stockholders in the event the
company declared a divided on the common stock.  In addition, if
true, state that upon a liquidation or dissolution of the company,
any payments made to common stockholders as a return of their
investment would be made after payments to preferred stockholders.

Possible non-compliance with the Sarbanes-Oxley Act of 2002...,
page
24

17. We note your disclosure under the two risk factors discussed
on
page 24.  Please tell us whether at the present time, the company
is
aware of any material weakness in internal controls.  If the
company
believes that material costs will be required to improve controls
or
otherwise comply with Section 404 of the Sarbanes-Oxley Act of
2002,
appropriate disclosure should be included in Management`s
Discussion
and Analysis.

Use of Proceeds, page 26

18. Please state the approximate amount of the proceeds intended
to
be used for each purpose.

19. As it appears that you are using proceeds of the offering to
discharge indebtedness related to the acquisition transaction that
was incurred within the prior year, you should include a
discussion
of the use of proceeds of such indebtedness, as well as the
interest
rate and maturity of the indebtedness. See Regulation S-K Item 504
Instruction 4.

20. We note your statements here and in the risk factor section on
page 23 that you will retain broad discretion over the proceeds of
the offering allocated to working capital and general corporate
purposes, including potential strategic investments or
acquisitions.
Please be advised that if a material amount of the proceeds are to
be
used to acquire assets other than in the ordinary course of
business,
the assets and the costs associated with the purchase should be
described.  See Instruction 5 to Item 504 of Regulation S-K.  In
addition, you may reserve the right to change the use of proceeds;
however, this reservation must be due to contingencies that are
disclosed specifically, and the alternative uses of proceeds
following these contingencies are indicated.  See Instruction 7 to
Item 504 of Regulation S-K, and revise your disclosure
accordingly.

Dilution, page 28

21. The dilution calculation should include any shares which
officers, directors, promoters and affiliated persons have
acquired
in the last five years or which they currently have the right to
acquire.  See Regulation S-K Item 506.  As such, you should revise
your calculations to include any shares issuable upon the exercise
of
outstanding stock options or issuable to officers under the 2004
Management Stock Plan.

Unaudited Pro Forma Financial Statements
Notes to Unaudited Pro Forma Statement of Operations, page 31

22. We note your adjustment (4).  It is unclear how a gain could
result from a pro forma adjustment based on purchase accounting.
We
note that $1,101,242,000 of the purchase price has been allocated
to
leasing equipment.  We also note that the net carrying amount of
leasing equipment in the December 31, 2003 balance sheet of the
predecessor was $977,022,000 and that the predecessor made
purchases
of leasing equipment of $256,822,000 during the ten months ended
October 31, 2004.  If the purchase resulted in an allocation of
less
than the carrying amount in the historical statements of the
predecessor at October 31, 2004, please explain.

Management`s Discussion and Analysis, page 38
General

23. We note on page 14 that the company purchases most of its
containers in China. Discuss in management`s discussion and
analysis
the likely impact on an increase in the value of the Chinese Yuan
Renimbi.

Comparison of Three Months Ended March 31, 2005 to Three Months
Ended
March 31, 2004
Net Income, page 46

24. In your discussion of interim net income, emphasize that your
net
income for 2005 is primarily attributable to the gain on interest
rate swaps and the gain on sale of leasing equipment rather than
income generated from your leasing operations.

Comparison of Year Ended December 31, 2004 (Combined) to Year
Ended
December 31, 2003
Revenues, page 46

25. Please quantify the decrease in revenues that was due to the
smaller fleet size and the decline in the per diem rates.  See
Item
303 (a)(3)(iii) of Regulation S-K.

Existing Credit Facilities, page 49

26. State the amount currently outstanding under the existing
senior
secured credit facility and the existing senior unsecured credit
agreement.  State the amount of borrowing capacity you have under
these facilities as of the most recent practicable date.  When you
have entered into your new asset securitization facility and new
secured credit facility, please update your disclosures
accordingly.

New Securitization Facility, page 50

27. Revise to disclose whether the newly created special purpose
entity will be a wholly-owned subsidiary of TAL.  Please discuss
the
business purpose for creating the special purpose entity, the
benefits to TAL of doing so, and any potential risks.

New Senior Secured Credit Facility, page 51

28. Revise to state, if true, that any containers sold to the
special
purpose entity will not be considered "eligible containers" for
the
purpose of calculating borrowing capacity under the new credit
facility.

Contractual Obligations, page 54

29. Please revise your table of contractual cash obligations to
include the following:

* Estimated interest payments on your debt;
* Estimated payments under interest rate swap agreements; and
* Planned funding of pension and other postretirement benefit
obligations.

Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  Please
also disclose any assumptions you made to derive these amounts.
If
you choose not to include these payments, a footnote to the table
should clearly identify the excluded items and provide any
additional
information that is material to an understanding of your cash
requirements.  In this regard, also disclose the annual dividend
requirement on the Series A preferred stock.

30. We note in footnote (a) of the table summarizing contractual
obligations that you intend to enter into a new securitization
facility and a new senior secured credit facility.  Accordingly,
you
should consider presenting a second table that reflects this
expected
refinancing.

Business, page 60

31. Please include a reasonably detailed discussion of your
business
history in recent years.  In this regard, we note the disclosures
relating to the acquisition on page 6 and Note 1 to the financial
statements on page F-7 relating to your business prior to the
acquisition.

Operating Leases, page 65

32. Disclose the typical sale age of your containers.

33. Disclose the average term of your service leases.

Board Committees, page 74

34. To the extent that you have established and appointed board
committees prior to the completion of the offering, you should
revise
this section to identify the members of each committee.

Principal and Selling Stockholders, page 80

35. Briefly describe how each selling stockholder obtained the
shares
and indicate the nature of any position, office or other material
relationship each selling stockholder has had within the past
three
years with the registrant or its predecessors or affiliates.

Certain Relationships and Related Party Transactions, page 83

36. In the first paragraph, please delete the statement that the
information provided is "qualified in its entirety by reference"
to
each applicable agreement.  Qualification of information within
the
prospectus by reference to information outside the prospectus is
only
appropriate where a summary or outline of a document is required
or
where provided in the appropriate form.  See Rule 411(a) of
Regulation C.  Make similar revisions elsewhere in the document as
necessary.

Management Agreements, page 84

37. Disclose here the relationship between you and each of the
entities.

38. Revise this section to discuss the services rendered by each
company in connection with the acquisition transaction.

39. We note that the management agreements with the Jordan
Company,
L.P. and Klesch & Company Limited are terminable by TAL upon the
consummation of this offering.  Please state whether the company
has
any plans to terminate either of the agreements upon consummation
of
the offering.  Revise to disclose any termination fees that may be
due upon termination of either agreement.

Underwriting, page 95

40. Describe the various factors considered in determining the
public
offering price of the common stock as required by Item 505 of
Regulation S-K.

41. We note the last paragraph on page 97.  Identify any members
of
the underwriting syndicate that will engage in any electronic
offer,
sale, or distribution of the shares and describe their procedures
to
us supplementally, or confirm that the procedures will be
identical
to procedures reviewed by the Division`s Office of Chief Counsel
without objection.  Please also include a brief description of any
electronic distribution in the filing.  If you become aware of any
additional members of the underwriting syndicate that may engage
in
electronic offers, sales, o