SecProbe.io

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Mail Stop 7010

							September 29, 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/A filed September 20, 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/A filed September 20, 2005

Summary, page 1
The Preferred Share Exchange, page 7

1. Identify the officers or directors who will receive dividends
from
the proceeds of the offering.

Risk Factors, page 13
The Resolute Fund, L.P. and its affiliated funds...page 21

2. We note that the beneficial ownership percentages disclosed in
this risk factor are not consistent with the disclosure on page 78
regarding the beneficial ownership of the entities and individuals
that are parties to the stockholders agreement, which includes the
Resolute Funds. Revise this risk factor to include the percentage
ownership after the offering by the other stockholders that are a
party to the agreement.

We will require a significant amount of cash..., page 22

3. We note your response to prior comment 10 and the added
disclosure
regarding the annual interest expense.  We note that under your
senior secured credit facility, you are required to make quarterly
principal payments.  Therefore, you should disclose the estimated
amount of your annual debt service under the senior secured credit
facility.

Capitalization, page 29

4. Disclose the number of common shares that will be issued in
exchange for the Series A preferred stock.  It is our
understanding
that 10,589,715 shares will be issued assuming an offering price
of
$19 per share.  Provide a similar explanation in pro forma
adjustment
11 on page 39.

Interest Expense, page 29

5. Reference is made to the disclosure in the next to the last
sentence on page 21 regarding the company`s calculation of annual
estimated interest expense on debt outstanding at June 30, 2005.
Similar disclosure should be provided in management`s discussion
and
analysis, with the unaudited pro forma financial statements found
on
pages 32 to 39 and in the capitalization presentation on page 29.

Properties and Facilities, page 74

6. We note that as of July 1, 2005 the company has 19 offices in
12
countries and 195 third party container depot facilities in 40
countries.  To the extent that information about the location of
the
container depot facilities is material, additional disclosure
should
be given on page 74.

Principal and Selling Stockholders, page 87

7. We note your response to prior comment 20.  Revise this section
to
disclose the natural person or persons having sole or shared
voting
and investment control over the securities held by Edgewater
Private
Equity Fund IV, L.P. and JZ Equity Partners plc.  See
Interpretation
4S. of Regulation S-K Item 507 in the March 1999 supplement of the
manual of publicly available CF telephone interpretations.

Certain Relationships and Related Party Transactions, page 84

8. We note your response to prior comment 21; however, it appears
that the descriptions of the management agreements could be
further
revised to be more easily read.  Please revise to delete complex
imbedded lists of information taken from legal documents and
describe
the terms of the agreements in plain English and use bullet format
disclosure.

Report of Independent Registered Public Accounting Firm, page F-2

9. The report should be issued in definitive form.  We note the
report will be dual dated with respect to the third, fourth and
fifth
paragraphs of Note 15 on page F-24.

10. Each amendment to the registration statement should include a
currently dated consent of the independent registered public
accounting firm.

Note 6, Stock Options, page F-18

11. Disclose that the proposed offering will cause the options for
534,425 common shares outstanding under the 2004 Management Stock
Plan will to become fully vested and exercisable.

Note 15, Subsequent Event, page F-24

12. Disclose the exercise price of the options for 612,195 common
shares that will be granted under the 2005 Management Omnibus
Incentive Plan.  We understand the exercise price will not be less
than 100% of fair value on the date of grant.

Quarter ending September 30, 2005

13. Tell us the information the company has at the present time
regarding results of operations for the quarter ending September
30,
2005.  Tell us how those results compare to the immediately
preceding
quarter and the same quarter in the immediately preceding year.
If
the results provide an indication of a change in trends, the
changes
should be discussed.  To the extent that information is reasonably
available, consideration should be given to disclosure in the
filing.

Legality Opinion

14. Please provide an opinion regarding the legality of the shares
to
be issued if the over-allotment option is exercised.

15. Please confirm in writing that you concur with our
understanding
that the reference and limitation to "General Corporation Law of
the
State of Delaware" includes the statutory provisions of the
Delaware
Constitution and reported judicial decisions interpreting these
laws.
In this regard, we note the second paragraph on page two of the
opinion.

16. Please delete the first sentence of the penultimate paragraph
of
the opinion as you may limit the opinion as to purpose, but not as
to
persons.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Marie Trimeloni, Staff Accountant, at (202)
551-3734 or, in her absence, Nathan Cheney, Assistant Chief
Accountant, at (202) 551-3714 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Tamara Brightwell, Staff Attorney, at (202) 551-3751 or me
at
(202) 551-3767 with any other questions.

	Sincerely,

	Jennifer Hardy
	Branch Chief

cc: 	Martin J. Collins
	Philip O. Brandes
	Mayer, Brown, Rowe & Maw LLP
	1675 Broadway
	New York, New York 10019
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Brian M. Sondey
TAL International Group, Inc.
September 29, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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