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TAL Education Group

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

VIA EDGAR

May 6, 2013 1

Accounting Group - Interpretations

Office of the Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.; Mail Stop 6628

Washington, D.C. 20549-6628

With a copy to:

Larry Spirgel, Assistant Director

Carlos Pacho, Senior Assistant Chief Accountant

Christine Adams, Senior Staff Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re:  TAL Education Group (the “Company”)

Consolidation of Variable Interest Entities and Their Subsidiaries and Schools

Dear Sirs and Madams:

We hereby request that the staff (the “Staff”) of the Office of the Chief Accountant (the “OCA”) of the Securities and Exchange Commission (the “SEC”) advise that, based upon the review of the Company’s accounting analysis enclosed in this submission, it will not object to the Company’s continued consolidation of its variable interest entities (collectively, the “VIEs”) as well as the VIEs’ subsidiaries and schools for the historical periods following the point in time that Mr. Bangxin Zhang obtained voting control over the Company.

The Company was incorporated under the laws of the Cayman Islands in January 2008.  It is a leading K-12 after-school tutoring service provider in China.  The Company’s tutoring services cover the core subjects in China’s school curriculum, and are delivered through small class, one-on-one, and online courses. The Company also operates www.eduu.com, a leading online education platform in China.  Since its initial public offering in October 2010, the Company’s ADSs have traded on the New York Stock Exchange under the symbol “XRS.”  The

1 This response letter was initially filed with the Securities and Exchange Commission on May 6, 2013 and is hereby re-filed via EDGAR on June 17, 2013.

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tables below set forth the selected consolidated statement of operations data for the Company for the fiscal years ended February 28, 2010, February 28, 2011 and February 29, 2012 and the selected consolidated balance sheet data as of February 28, 2010, February 28, 2011 and February 29, 2012.

For the Year Ended February 29/28,

2010

2011

2012

(in thousands of $)

Net revenues

$

69,289

$

110,588

$

177,520

Gross profit

31,855

54,445

81,933

Income before income tax provision

15,569

27,003

28,470

As of February 29/28,

2010

2011

2012

(in thousands of $)

Total assets

$

65,504

$

217,770

$

294,653

Total equity

17,926

155,051

190,117

In response to the comments 18, 21 and 22 contained in the letter dated February 28, 2013 from the Staff of the SEC’s Division of Corporation Finance regarding the Company’s Form 20-F for the fiscal year ended February 29, 2012 (the “2012 Form 20-F”), the Company would like to consult the OCA staff on the issues related to the consolidation of the Company’s VIEs and their subsidiaries and schools.

The Company has enclosed a memorandum of accounting analysis relating to the Company’s consolidation of its VIEs and their subsidiaries and schools (the “VIE Analysis Memo”).  The Company’s independent auditors, Deloitte Touche Tohmatsu Certified Public Accountants LLP, have reviewed the memo and their position is stated therein.

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If you have any additional questions or comments regarding this pre-clearance submission, please contact the undersigned at +86 10 5292-6771 or the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps, Slate, Meagher & Flom LLP, at +852 3740-4850.

Very truly yours,

/s/ Joseph D.   Kauffman

Joseph D. Kauffman

Chief Financial   Officer

cc:

Bangxin Zhang, Chairman and Chief Executive Officer, TAL Education Group

Z. Julie Gao, Esq., Skadden, Arps, Slate, Meagher & Flom LLP

Yan Wang, Deloitte Touche Tohmatsu Certified Public Accountants LLP

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Annex I

The VIE Analysis Memo

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TAL EDUCATION GROUP

THE VIE ANALYSIS MEMO

1.                                      TAL Education Group (the “Company”), through Beijing Xueersi Education Technology Co., Ltd (“Xueersi Education”) and Beijing Xueersi Network Technology Co., Ltd. (“Xueersi Network”) and their respective subsidiaries and schools, operates after-school tutoring services for K-12 students in China. In this memo, we refer to Xueersi Education and Xueersi Network collectively as the “VIEs,” and refer to the VIEs and the VIEs’ subsidiaries and schools collectively as the “Affiliated Entities,” and a school, individually, or the schools, as a group, are referred to as “School or Schools,” respectively.  To comply with current PRC laws and regulations that restrict foreign ownership of businesses that operate in this industry, the Company, through one of its wholly foreign owned enterprises (the “WFOEs”), TAL Education Technology (Beijing) Co., Ltd. (“TAL Beijing”), entered into a series of contractual agreements with the Affiliated Entities and the nominee shareholders of the VIEs.  As a result of these contractual arrangements, the Affiliated Entities have been consolidated by the Company pursuant to the variable interest entity (“VIE”) consolidation model.

2.                                      In response to comments dated February 28, 2013 received from the staff of the Division of Corporation Finance (“DCF Staff”) of the Securities and Exchange Commission (the “SEC”) on the Company’s 2012 Form 20-F Filing, the Company has re-evaluated its historical accounting conclusions.  In doing so, the Company specifically considered what impact, if any, the increases in the voting control over the Company of Mr. Bangxin Zhang, the Company’s Chairman of the board of directors and Chief Executive Officer, would have had on the Company’s historical accounting.

3.                                      The Company has concluded that although the basis for its consolidation conclusion related to the VIEs may have changed in the periods subsequent to Mr. Bangxin Zhang obtaining voting control over the Company; however, the Company believes that the continued consolidation of the Affiliated Entities for all historical periods presented remains appropriate.  The Company is seeking to determine that the staff of the SEC’s Office of the Chief Accountant (the “OCA Staff”) will not object to the Company’s conclusions related to the historical periods following the point in time that Mr. Bangxin Zhang obtained voting control over the Company.

4.                                      The Company periodically considers changes to its governance structure to ensure that the interests of the Company (with regards to the Affiliated Entities) and the Company’s investors (with regards to their equity interest in the Company) are adequately protected.  The Company is planning to undergo additional changes to its corporate governance structure (outlined in the text of the submission) that it believes are consistent with and further support the Company’s historical conclusions.

5.                                      Recognizing the complexities involved in applying the variable interest entity consolidation model contained in Accounting Standards Codification (“ASC”) 810: Consolidation (“ASC 810”), the Company would like to ensure that the OCA Staff do not object to the Company’s application of the variable interest entity model to the Company’s Affiliated Entities for historical and prospective reporting periods.  The Company understands that any changes to the Company’s governance structure could

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affect the DCF Staff’s and OCA Staff’s thoughts on the matter being consulted upon.  In order to avoid making multiple changes to its governance structure, the Company plans to withhold making any such changes until it has completed this consultation with the OCA Staff.

6.                                      Although the matter upon which the Company is seeking the DCF Staff’s and OCA Staff’s input relates to the Company’s accounting for the period subsequent to Mr. Bangxin Zhang’s obtaining a simple majority voting control in the Company, the Company is also presenting its historical accounting under the provisions of ASC 810, subsequent to its amendment by Accounting Standards Update No. 2009-17-Consolidations (Topic 810) (“ASC 810-10 as amended” or “ASU2009-17”) for the period subsequent to the IPO but prior to Mr. Bangxin Zhang’s obtaining control in order to provide the DCF Staff and OCA Staff with a complete understanding of the fact pattern and the Company’s historical accounting positions.

BACKGROUND

7.                                      The Company was incorporated under the laws of the Cayman Islands in January 2008, and completed its IPO on the NYSE in October 2010. The Company, through its Affiliated Entities and WFOEs, offers after-school tutoring services to K-12 students in China. PRC laws and regulations currently require any foreign entity that invests in the education business in China to be an educational institution with relevant experience in providing education services outside China. None of the Company’s offshore holding companies is an educational institution or provides education services. To comply with PRC laws and regulations, the Company, through TAL Beijing, entered into a series of contractual agreements with the Affiliated Entities and the nominee shareholders of the VIEs (also referred to as “nominee shareholders”).  These contractual agreements include the Exclusive Business Cooperation Agreement, Call Option Agreement, Equity Pledge Agreement, Letter of Undertaking, Irrevocable Powers of Attorney and Spousal Consent Letter (collectively, the “VIE agreements”).

8.                                      The purpose of the VIE agreements is to provide TAL Beijing, and ultimately the Company, with a controlling financial interest in the Affiliated Entities through which TAL Beijing and ultimately, the Company, have the power to direct the activities of the Affiliated Entities that most significantly impact the Affiliated Entities’ economic performance and the right to receive substantially all the benefits from the Affiliated Entities. The Company views all of its VIE agreements, as a whole, as providing a controlling financial interest supporting the conclusion that the Affiliated Entities should be consolidated by the Company under the VIE consolidation model.

9.                                      The Company’s VIE structure was originally established in connection with the Company’s pre-IPO financings.  Under the Series A Preferred Share Purchase Agreement, dated February 12, 2009, among the Company, the Company’s founders1, the Series A investor, an unrelated party, and the other parties named therein, the Company, the founders and certain entities controlled by the Company were obligated to execute, prior to the closing of the Series A private placement, a set of VIE agreements.  To prepare for the Series A Preferred Shares investment, the four

1The founders as defined in the Series A Preferred Share Purchase Agreement include Messrs. Bangxin Zhang, Yundong Cao, Yachao Liu and Yunfeng Bai. Messrs. Bangxin Zhang and Yundong Cao were with the Company since its inception and Messrs. Yachao Liu and Yunfeng Bai subsequently joined at a later time.  Mr. Yundong Cao left the Company in April 2011.

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founders gave up all of their rights as shareholders of the VIEs in exchange for pro rata shareholdings in the Company, and then the Company issued Series A preferred shares to the investor.  Effectively, this caused the four founders to become nominee shareholders with regards to the VIEs. When establishing the VIE structure before the Company’s IPO, the parties to the VIE agreements intended to enter into, and understood that they were in fact entering into valid and enforceable agreements which enabled the off-shore company they were investing in (i.e., TAL Education Group) to exercise effective control over, and derive substantially all of the benefits from, the onshore Affiliated Entities.

10.                               At the time of the Company’s initial public offering, a dual-class capital structure was set up in order to defend the Company against potential hostile takeover attempts and allow the management team to focus on the long term value of the Company.  All of the shares held by pre-IPO shareholders were converted into Class B common shares concurrently with the completion of the Company’s IPO whereas all the shares offered in the IPO were Class A common shares.  Immediately after the completion of the Company’s IPO, the Company had 152,600,000 common shares outstanding in total, including 27,600,000 Class A common shares.  Immediately after the completion of the Company’s IPO, Bright Unison Limited, a company owned by Mr. Bangxin Zhang, held 59,550,000 Class B common shares, representing 39.0% of the Company’s then issued and outstanding shares.2 Because each Class A common share is only entitled to one vote whereas each Class B common share is entitled to ten votes per share, Class B common shares beneficially owned by Mr. Bangxin Zhang represented 46.6% of the Company’s voting power immediately after the completion of the Company’s IPO.3  Mr. Bangxin Zhang has not acquired any additional shares in the Company since the Company’s IPO.  However, as a result of the transfer and conversion of Class B common shares held by other pre-IPO shareholders into Class A common shares, the voting power Mr. Bangxin Zhang held increased to 50.1% on November 23, 2011 and was 52.1% as of February 29, 2012. As of February 28, 2013, Mr. Bangxin Zhang held 62.9% of the voting power in the Company.

CORPORATE STRUCTURE OF THE COMPANY

11.                               The corporate structure of the Company as of February 28, 2013 is as follows:

2 59,550,000 / 152,600,000 = 39.0%

3 A = 59,550,000*10 = 595,500,000

B = 1,250,000,000 + 27,600,000 = 1,277,600,000

A/B = 46.6%

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Notes:

(1)         Mr. Bangxin Zhang is the Company’s chairman and chief executive officer. He beneficially owned 38.4% of the common shares and 52.1% of the voting power of TAL Education Group as of February 29, 2012, and 38.1% of the common shares and 62.9% of the voting power of TAL Education Group as of February 28, 2013.

(2)         Mr. Yundong Cao beneficially owned 9.3% of the common shares and 12.7% of the voting power of TAL Education Group as of February 29, 2012, and 9.3% of the common shares and 15.4% of the voting power of TAL Education Group as of February 28, 2013.

(3)         Mr. Yachao Liu is the Company’s senior vice president. He beneficially owned 5.8% of the common shares and 7.7% of the voting power of TAL Education Group as of February 29, 2012, and 5.8% of the common shares and 9.3% of the voting power of TAL Education Group as of February 28, 2013.

(4)         Mr. Yunfeng Bai is the Company’s senior vice president. He beneficially owned 3.4% of the common shares and 4.3% of the voting power of TAL Education Group as of February 29, 2012, and 3.1% of the common shares and 5.2% of the voting power of TAL Education Group as of February 28, 2013.

(5)         Percentage ownership represents aggregate ownership of Xueersi Education and Xueersi Network.  Xueersi Education is the majority shareholder of six subsidiaries, and the minority shareholdings of each of the six subsidiaries are held by Xueersi Network.  One of the six subsidiaries wholly owns two Schools.  Xueersi Education wholly owns the remaining four subsidiaries and 11 Schools.

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EQUITY OWNERSHIP AND VOTING POWER IN THE COMPANY’S COMMON SHARES

12.                               The following table sets forth information with respect to the beneficial ownership of the Company’s common shares as of the date of the Company’s final IPO prospectus (i.e., October 19, 2010) by each of the Company’s principal shareholders:

Shares Benefici