SecProbe.io

February 28, 2013

Via E -mail
Mr. Joseph Kauffman
Chief Financial Officer
TAL Education Group
18/F, Hesheng Building
32 Zhongguancun Avenue, Haidian District
Beijing 100080
People’s Republic of China

Re: TAL Education Group
Form 20-F for the Year Ended  February 29 , 2012
Filed June 27, 2012
  File No. 1-34900

Dear Mr. Kauffman :

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will  do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with  information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comme nts, we may
have  additional comments.

Mr. Joseph Kauffman
TAL Education Group
February 28, 2013
Page 2

 Form 20-F for the Fiscal Year Ended February 29 , 2012

Risk factors , page 5

We rely on contractual arrangements…, page 17

1. Disclose, if true, that the assets of the VIE are not secured on behalf of the WFOE,  and
describe the risk that the assets of the VIE may be transferred or encumbered by the
shareholders of the VIE and the amounts owed by the VIE under the contractual
agreements may not be collateralized.

Organizational Structure, page 58

2. We note in not es (1) and (2) that the VIE shareholders are beneficial owners of TAL
Group.  Please quantify their ownership percentages in each VIE and TAL Group.

3. Please identify the legal representative of each entity inside China  and describe the rights
of the legal representative in comparison to the rights assigned to TAL Beijing through
the power of attorney .

Liquidity and Capital Resources, page 80

4. We note from your disclosures on page 80 that you “will in the future consolidate the
results of Beijing Dongfangre nli.”  According to the list of subsidiaries on page F -9 and
related disclosures in note one of your financial statements; it appears that you already
consolidate the results of Beijing Dongfangrenli.  Please explain this inconsistency in
disclosure.

Dividend Distributions, page 83

5. We note your disclosure that you had $188.6 million in cash and cash equivalents, $10.3
million in bank term deposits and no bank borrowings as of February 29, 2012.  Please
disclose the amounts held in entities outside of the PRC and inside the PRC further
disaggregated to show amounts held by the PRC VIEs and outside the VIEs.  In addition,
describe the costs that would be incurred to transfer cash within each level of the
corporate structure.

6. We note from your disclosure on page F -16 that you have current assets of $143,015,383
at February 29, 2012 exclusive of the amounts at the VIEs.  Please address the following:

a. Disclose how much of the cash amounts relate to proceeds from the initial public
offering or other offerings.

Mr. Joseph Kauffman
TAL Education Group
February 28, 2013
Page 3

 b. Disclose restrictions on the ability to transfer proceeds into the PRC, any required
governmental approvals, and status of these approvals.

c. Discuss the effects of not using the proceeds as described in the “Use of Proceeds”
section of the offering docum ent, if material, referring to FRC 501.13.d.

d. Discuss intentions to use the cash that is offshore and risks and uncertainties relating
to the disclosed intended use.

7. We note your disclosure of the amounts that TAL Beijing and its designated PRC
subsidiari es collectively charged the Consolidated Affiliated Entities.  Please disclose the
amounts paid by the VIEs to settle the fees for each period presented and the amount
payable at each balance sheet date, to the extent material.

Note 1. Organization and Pr incipal Activities, page F -9

8. We refer to the percentage of economic ownership as presented in the subsidiary table
on page F -9.  You indicate that you have a 100% economic ownership in your VIEs and
the VIE’s subsidiaries.  In order to provide your reader s with a complete understanding
of your organizational structure, the legal ownership of your VIES, and to be consistent
with your organizational structure as presented on page 59, please revise the
presentation to reflect your legal ownership, rather than  economic ownership.

9. We note your organization chart on page 59.  Please disclose which accounting model
you applied, such as the voting interest entity model, variable interest entity model, lease
model, and or asset model, to support consolidation of yo ur schools.  Describe how their
respective VIEs achieve power and economic returns from the schools.

The VIE arrangements, page F -11

10. For your activities that most significantly impact the economic performance of your
VIEs, please tell us who makes the significant decisions involving those activities.  In
other words, tell us whether the managers or board of directors makes those decisio ns and
at what level in your organization [i.e., TAL Education Group, TAL Beijing  (“WFOE”) ,
the VIEs or the VIEs’  subsidiaries] .

11. Please d escribe for us the decision -making process for the significant activities, including
how decisions are communicated and executed, what decisions require elevation for
approval by another party (e.g., the board of directors), and in which governing
documents these decision -making processes  are prescribed.

12. Please explain what decision making the local managers or executi ves have over
operations and whether that decision making is ultimately controlled by the board
decision making.

Mr. Joseph Kauffman
TAL Education Group
February 28, 2013
Page 4

13. Please identify for us the individuals of the board of directors and management and legal
representatives of the VIEs, WFOE, and TAL Education  Group.  For each of those
identified, tell us their percentage of ownership and voting interest in each entity.  Also,
tell us whether there are any relationships between those identified (e.g., contractual,
familial, business, or otherwise).   Please conf irm how Mr. Yungdong Cao became
involved in the VIEs and whether he provides any services to the Company and the
nature of his relationship with Mr. Bangxin Zhang.

14. Please tell us how the shareholders of the VIEs  came to own their shares in the VIEs.

15. Please tell us how  and why  directors and management can be removed or appointed at
each level in your organization.  In your response, tell us whether Mr. Bangxin Zhang has
the ability to  unilaterally remove and appoint d irectors by virtue of his 63% voting
power.  If the board votes on removal of a board member, tell us whether the board
member subject to that vote is entitled to vote.  Also please describe how a “special
resolution” works.

16. Please tell us what matters are required to go to the board for appro val and how decisions
are approved at the board level.

17. Please tell us how you evaluated the power over significant activities of the VIEs that Mr.
Bangxin Zhang has through both his indirect equity ownership (through Bright Unison
Limited) in TAL Educatio n Group through the WFOE and the direct ownership of the
VIEs.

18. Please discuss the evaluation of whether common control of TAL Education Group and
the VIEs exists, and what impact that conclusion had on the consolidation analysis of the
VIEs.

19. Please tel l us whether there have been any disputes or disagreements between the
owners/managers of the VIE and the owners/managers of either the WFOE or TAL
Education Group . If so, describe to us how they were resolved.

20. Please tell us how the management of the WFO E and VIEs are hired, terminated , and
compensated.

21. Please tell us how you considered Mr. Bangxin Zhang’s voting power of 63% of TAL
Education Group and his majority ownership in certain VIEs in determining whether the
contractual agreements with those VIEs are substantive.  Please also describe why Mr.
Bangxin Zhang’s economic interest is different than his voting interest.  In your response,
explain how the WFOE would enforce the contracts in the event the VIEs breach the
contract terms in light of the fact that  Mr. Bangxin Zhang has majority voting power in
both TAL Education Group and the VIEs.

Mr. Joseph Kauffman
TAL Education Group
February 28, 2013
Page 5

22. Please describe to us the barriers to exercising your rights under the various VIE
arrangements.

23. Please describe to us the importance of Mr. Bangxin Zhang to the operations of the VIEs
and TAL Education Group.  I n addition, e xplain to us the extent board approval is
required for management decisions he makes.

24. We note under the call option agreement that TAL Beijing can demand that shareholders
of the VIEs transfer their equity interests in the VIE to another part y designated by TAL
Beijing.  Please explain to us how you considered this right in your consolidation analysis
and why it is not disclosed as an “agreement that provide TAL Beijing effective control
over the VIEs.”

25. Please describe  to us the process to m ove cash from the VIEs to both the WFOE and to
TAL Education Group, including the following:

a. Describe the process for issuing a cash dividend from the WFOE to TAL Education
Group;
b. Describe whether that process requires regulatory and/or SAFE approval, and  if so, a
description of the factors that go into such an approval;
c. Explain whether  the WFOE has issued a dividend in the past, and if not, the reasons
why;
d. Describe your policy related to dividends being issued from the WFOE;
e. We understand there are re strictions on statutory reserves that impact ability to
dividend.  Describe those requirements and whether the WFOE has met the
requirements to execute a cash dividend;
f. Tell us whether there any barriers other than the statutory reserves  (e.g., Circular 75
compliance)  to executing a cash dividend;
g. Tell us other ways outside of a dividend, and potential barriers for those other ways,
that the WFOE could transfer value to TAL Education Group.

26. We note your disclosure on page F -12 regarding the letter of undertaking.  Please explain
to us why the letter of undertaking was put in place.  In addition, explain to us the
meaning of the phrase, “to the extent permitted by applicable laws, regulations and legal
procedures,” as it is used and explain whether the legal opinion of Tian Yuan law firm
covers the letter of undertaking.

27. Please tell us whether there have been to date any queries, investigations, or interference
from any PRC governing bodies regarding the structure and describe any representations
to PRC  governing bodies that are inconsistent with disclosures in the filing.

Mr. Joseph Kauffman
TAL Education Group
February 28, 2013
Page 6

 28. Please disclose how the service fee rates , the amounts of fees charged to the VIEs under
the agreements for each period presented, and whether the VIEs must consent to a change
in ho w the fees are determined.

29. Please tell us the amount of the registered capital for each VIE and discuss the impact
that amount has on the equity pledge agreement and therefore the collateral for
performance under the license and service agreements.

30. Pleas e provide quantitative and qualitative information about the involvement with the
VIEs in greater detail, including the nature, purpose, size and activities of the VIE.  This
information may address the extent to which the VIEs represent substantially all your
operations or merely certain assets/licenses/facilities/employees/etc.  Refer to ASC 810 -
10-50-5Ad.

31. Please disclose the carrying amount and classification of the VIEs’ assets and liabilities.
Refer to ASC 810 -10-50-3bb.

32. Please expand your disclosur es of risks in relation to the VIE structure to disclose risks
related to potential conflicts of interests.  Your disclosure should describe the
relationships that result in the potential conflicts of interests.

Note 2.  Significant Accounting Policies, p age F -17

33. Please disclose your policy for attributing net income or loss to noncontrolling interests.

Note 12.  Accrued Expenses and Other Current Liabilities, page F -33

34. Please tell us what the amounts presented under the caption “enrollment fees collected for
sponsors” represent.

Note 13.  Income Taxes, page F -33

35. We note your disclosure on page F-36 of the durations of the various statutes of
limitations.  Please expla in to us how this disclosure satisfies the requirements of ASC
740-10-50-15e regarding disclosure of the tax years that remain subject to examination
by major tax jurisdictions.  In your response, tell us the process by which PRC tax
authorities conduct au dits and how they communicate their audit findings to you.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and  all applicable Exchange Act rules require.   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.

Mr. Joseph Kauffman
TAL Education Group
February 28, 2013
Page 7

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not fo reclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You m ay contact Christ ine Adams, Senior Staff Accountant, at (202) 551 -3363  or Carlos
Pacho, Senior Assistant Chief A ccountant,  at (202) 551 -3835 if you have questions regarding
comments on the financial statements and related matters.  Please contact me at (202) 551 -3810
with any other questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spir gel
Assistant Director