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TAL Education Group

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

June 24, 2013

VIA EDGAR

Chris White

Accounting Group – Interpretations

Office of the Chief Accountant

Securities and Exchange Commission

100F Street, NE: Mail Stop 6028

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”)

Form 20-F for the Fiscal Year Ended February 29, 2012 (the “2012 Form 20-F”)

Filed On June 27, 2012 (File No. 001-34900)

Dear Sirs and Madams:

The Company hereby refers to its consultation letter to the staff (the “Staff”) of the Office of the Chief Accountant (the “OCA”) of the Securities and Exchange Commission (the “SEC”) dated May 6, 2013 (the “Consultation Letter”) and the conference call (the “Conference Call”) the Company had with the Staff on June 20, 2013.  As a follow up to the Conference Call, the Company respectfully requests that the Staff, based on the review of this submission, agree that in light of the materiality of deconsolidating upon Mr. Bangxin Zhang’s acquiring a controlling voting interest in the Company and reconsolidating after the Deed of Undertaking (the “Deed”) was executed between Mr. Bangxin Zhang and the Company, the deconsolidation and reconsolidation would not provide meaningful information to investors.  Therefore the Company respectfully requests that the Staff would not object to the Company’s choosing to continue to consolidate during the period between November 23, 2011, when Mr. Bangxin Zhang assumed a majority voting interest in the Company, and June 24, 2013, when the Deed was executed.

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DEED OF UNDERTAKING

The Company respectfully advises the Staff that on June 24, 2013, Mr. Bangxin Zhang and the Company entered into a deed of undertaking (as attached hereto as Annex I), which was authorized and approved by the board of directors (the “Board of Directors” or the “Board”) of the Company earlier on the same day.  The Deed prevents Mr. Bangxin Zhang from using his majority voting power to remove, replace or appoint any directors of the Company.  Also, Mr. Bangxin Zhang is prevented by the Deed from casting any votes he has as a director or shareholder of the Company on any resolutions or matters concerning the Deed being considered or voted upon by the Board of Directors or the shareholders, as the case may be.  As provided thereunder, the Deed is irrevocable, whether in whole or in part, and applies to any and all periods during which Bangxin Zhang beneficially owns, whether directly or indirectly, shares representing more than 50% of the aggregate voting power of the then total issued and outstanding shares of the Company.

IS THE DEED A SUBSTANTIVE CONTRACT THAT SHOULD BE CONSIDERED IN THE COMPANY’S CONSOLIDATION ANALYSIS, I.E. CAN IT CONSTRAIN MR. BANGXIN ZHANG’S ABILITY, THROUGH HIS OWNERSHIP OF A MAJORITY VOTING INTEREST, TO CONTROL THE COMPOSITION OF A MAJORITY OF THE BOARD OF DIRECTORS OF THE COMPANY?

Yes. Paragraphs 103 through 106 of the VIE Analysis Memo (the “Memo”) contained in the Consultation Letter discuss the situation whereby Mr. Bangxin Zhang passively acquired a majority voting interest in the Company and therefore through his ability to control the composition of the Board of Directors could constrain the Company from exercising their rights under the Call Option Agreement.  This focused on the prior criteria in ASC810-10-55-35(a) on the removal of a decision maker through a simple majority of voting interests by parties other than the decision maker and its related parties.

Paragraphs 84 through 85 of the Memo discussed the Company’s evaluation of whether the Call Option Agreement was substantive, prior to Mr. Bangxin Zhang passively acquiring a majority voting interest.

Upon the execution of the Deed, even though Mr. Bangxin Zhang continues to hold a majority voting interest in the Company, he has no ability to replace any directors, and thus cannot influence other directors who may have a different opinion from him, or potentially prevent them from acting for the best interest of the Company as per their fiduciary duties under Cayman law.  In addition, Mr. Bangxin Zhang must abstain from voting, as a director or shareholder, on any matters related to the Deed.

The Call Option Agreement would be analyzed in accordance with paragraphs 84 through 85 of the Memo, and arrive at the same outcome, as Mr. Bangxin Zhang will now be required to abstain from voting his interest in excess of 49% of the total voting interest in the Company in any matters dealing with the composition of the Board of Directors, i.e. appointment, removal and/or replacement of its members.  Mr. Bangxin Zhang must also abstain from voting, as a director or shareholder, on any matters related to the Deed.  The Deed is irrevocable.

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Should Mr. Bangxin Zhang breach the Deed, the Company will be entitled to an injunction to prevent such breach, and to specific enforcement of the Deed and its terms and provisions. Any dispute, controversy or claim arising out of, in connection with or relating to the deed, including the interpretation, will be submitted for arbitration to the International Chamber of Commerce and conducted in Hong Kong.1 Arbitral awards obtained in Hong Kong can be recognized and enforced by the courts in China, the Cayman Islands and the United States.  In addition, the Company has the right, in addition to any other rights it may have, to seek specific performance or injunctive relief from any court of competent jurisdiction pending the arbitration.  With the remedies available thereunder, the Deed can effectively constrain Mr. Bangxin Zhang’s ability, through his ownership of a majority voting interest, to control the composition of a majority of the directors of the Company. Accordingly, when the Board of Directors considers whether to exercise TAL Beijing’s kick-out right under the Call Option Agreement, the directors other than Mr. Bangxin Zhang will have the power to remove any nominee shareholders of the Company’s variable interest entities (the “VIEs”), such as Mr. Bangxin Zhang, over his objection.

As such, the Deed is substantive under the applicable legal and financial reporting frameworks, i.e. Cayman Islands law, Hong Kong Law, PRC law, US Law and US GAAP, and therefore should be considered in the Company’s consolidation analysis.

CONSIDERING THE QUALITATIVE ASPECTS OF MATERIALITY, SHOULD TAL BEIJING CONTINUE TO CONSOLIDATE THE VIES FROM NOVEMBER 23, 2011 (THE DATE WHEN MR. BANGXIN ZHANG BECAME A MAJORITY VOTING SHAREHOLDER) TO JUNE 24, 2013 (THE DATE THE DEED WAS EXECUTED) (THE “PERIOD”)?

Yes. The Company does not believe it is in the interest of investors for it to deconsolidate the VIEs during the Period for the following reasons:

Design of the Entity

As indicated in paragraph 8 of the Memo, the purpose of the variable interest entity agreements (the “VIE agreements”) is to provide TAL Beijing with a controlling financial interest in the VIEs.  Per paragraph 101 (d) of the Memo, during the Period in question, the design of the VIEs and everyday operations of the VIEs did not change.  The management and directors of the VIEs also have not changed since November 2011. During the entire Period, a majority of the directors of the Company were independent directors, as defined under Rule 10A-3. So not only did Mr. Bangxin Zhang not change the Board of Directors, at all times he comprised a minority of the Board. The only change was that Mr. Bangxin Zhang, through no action of his own or of the Company, obtained a majority interest in the voting shares of the Company.

The Company has been exercising its rights under the Irrevocable Powers of Attorney through

1  The Company views a Hong Kong arbitration proceeding as preferable to a litigation proceeding in this case because arbitration awards are more widely and readily enforceable than court judgments as a result, primarily, of the 1958 New York Convention, a multilateral treaty for the enforcement of arbitral awards to which China, the United States, Cayman Islands and another over 100 states are parties. In addition, the arbitration clause in the Deed also provides that the Company has the right, in addition to any other rights it may have, to seek specific performance or injunctive relief from any court of competent jurisdiction pending the arbitration.

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TAL Beijing since the inception of the Company’s variable interest entity structure.  There were no changes to the Irrevocable Powers of Attorney or any of the other VIE agreements during the Period.  There also was no change in the operation of the VIE agreements and no discontinuation in the service fees paid by the VIEs to TAL Beijing during the Period.

Business Processes and Governance Practices

As summarized in paragraphs 35-37, 49, 92, and 94-96 of the Memo, the Company’s key business processes and governance practices have not changed.  For example, composition of the Executive Committee and composition of the Board of Directors and continued independence of directors, have all remained unchanged during the Period.

These consistent business processes and governance practices have allowed the Company to ensure that the management of the Company’s business, and more specifically the decision-making power regarding the activities that most significantly impact the economic performance of the Affiliated Entities, rested with the Executive Committee, and ultimately the Company’s Board of Directors throughout the Period.  The Company, through its Executive Committee, and ultimately its Board of Directors has, in substance and in form, substantively controlled TAL Beijing and the VIEs before and throughout the Period.

Financial statement measurement and presentation implications

Continuing the discussion from paragraph 107 of the Memo, upon deconsolidation the Company would be required to apply the guidance on the loss of a controlling financial interest, ASC 810-10-40-5, Derecognition, beginning November 23, 2011.  Mr. Bangxin Zhang’s affiliate, Bright Unison Limited, through which he holds a controlling voting interest in the Company, would become the acquirer of the VIEs.  This would result in a loss of control by TAL Education Group, and therefore the financial statements of the Company would need to be restated to present this change during the reporting period ended February 29, 2012.  The Company and the VIEs would be under the common control of Bright Unison Limited.  If the VIE agreements were not viewed to be substantive post November 23, 2011 and prior to the execution of the Deed, the Company could no longer recognize the services fees specified in the VIE agreements until received, i.e. the Company would discontinue use of the accrual method of accounting and begin applying the cash basis of accounting.

After executing the Deed, the Company is no longer under the common control of Bright Unison Limited. TAL Beijing would regain the characteristics of a controlling financial interest and therefore would consolidate the VIEs.

One view is that the execution of the Deed was similar to a reorganization of entities under common control. ASC 810-10-30-1, Consolidation - Initial Measurement, states that the new primary beneficiary (the Company) would record the assets and liabilities at the basis of the ultimate parent of the VIEs, Bright Unison Limited if it were a reporting entity. ASC 805-50, paragraphs 45-2 and 45-5, further state that the Company would present the VIEs as consolidated (or potentially combined) during the entirety of the common control period. Such a presentation would be similar to what had already been presented for those periods, in that all the assets and liabilities of the VIEs would be included in the Company’s financial statements. The Company does not believe that deconsolidation followed by an effective reinstatement of the prior accounting provides useful information to investors. Furthermore, the Company does not view

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the execution of the Deed as a common control transaction since Mr. Bangxin Zhang does not control the Company going forward.

The alternative view is that the Company is no longer under the control of Mr. Zhang after execution of the Deed (indeed, that is why it was executed), and therefore the reconsolidation is not a common control transaction. ASC 810-10-30-2, Consolidation - Initial Measurement, stipulates that the initial consolidation of a variable interest entity not under common control should be accounted for as a business combination in accordance with the provisions in ASC 805, Business Combinations. Under that view, the Company would apply the requirements of ASC 805 and 810, and would record the VIEs’ assets and liabilities at fair value as the VIEs and the Company are no longer under common control.

Upon the execution of the Deed this reconsolidation of the VIEs would be considered an acquisition of the VIEs to which purchase accounting (and accompanying change in basis) is required.  As stated above, such an accounting presentation would not reflect the substance of what occurred.  That is, Mr. Bangxin Zhang was a passive observer to the increase in his voting interest starting in November 2011 and as noted above, subsequent to this increase in his voting interests, there were no changes in the operation and design of the VIEs and no change in the composition of the Board of Directors. Additionally, the VIE agreements were still enforceable under PRC law during the Period. Accordingly, the Company believes that the resulting accounting under this view also provides less useful information to investors. It implies and portrays a loss and reacquisition of control, which in reality did not happen.

The Company also notes that with its proposed additional disclosure, investors would understand the steps taken by the Company to ensure the substance of the contractual arrangements.  Additionally, the Company believes that investors have already been provided with the information necessary to evaluate the impact the VIEs have on the Company in its historical 20-F filings.  That is, the Company’s notes to the financial statements have historically presented financial information with and without the VIEs, allowing a user of the Company’s financial statements to assess the effect to the Company of deconsolidation of the VIEs.

The Company also considered the qualitative characteristics contained in SAB Topic 1.M, Assessing Materiality, which are as follows:

·                  Whether the misstatement arises from an item capable of precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate.

·                  Whether the misstatement masks a change in earnings or other trends.

·                  Whether the misstatement hides a failure to meet analysts’ consensus expectations for the enterprise.

·                  Whether the misstatement changes a loss into income or vice versa.

·                  Whether the misstatement concerns a segment or other portion of the registrant’s business that has been identified as playing a significant role in the registrant’s operations or profitability.

·                  Whether the misstatement affects the registrant’s compliance with regulatory requirements.

·                  Whether the misstatement affects the registrant’s compliance with loan covenants or other contractual requirements.

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·                  Whether the misstatement has the effect of increasing management’s compensation - for example, by satisfying requirements for the award of bonuses or other forms of incentive compensation.

·                  Whether