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<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

Alex Peng
Chief Financial Officer
TAL Education Group
5/F, Tower B, Heying Center
Xiaoying West Street, Haidian District
Beijing 100085
People s Republic of China

 Re: TAL Education Group
 Form 20-F for the Fiscal Year Ended February 29, 2024
 File No. 001-34900
Dear Alex Peng:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
cc: Yi Gao
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 TAL Education Group

 TAL Building No.1

 Courtyard No. 9, Qixin Middle Street, Changping
District

 Beijing 102200

 People's Republic of China

 March 12,
2025

 VIA EDGAR

 Office of Trade & Services

 Division of Corporation Finance

 United
States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Attention:
 Ms. Nasreen
 Mohammed

  
 Mr. Adam Phippen

 Re:
 TAL Education Group
 Form 20-F for the Fiscal Year Ended February 29, 2024
 File No. 001-34900

 Dear
 Ms. Mohammed and Mr. Phippen:

 Reference is made to the letter we received from
the staff (the " Staff ") of the Securities and Exchange Commission dated February 12, 2025 (the " February 12
Comment Letter ") regarding the Annual Report on Form 20-F for the fiscal year ended February 29, 2024 (the " 2024
Form 20-F ") of TAL Education Group (the " Company ").

 We set forth below our responses
to the comments contained in the February 12 Comment Letter. For your convenience, we have reproduced the Staff's comments
in italicized boldface type below and keyed our responses accordingly. Unless otherwise defined herein, terms used herein shall have the
same meanings ascribed to them in the 2024 Form 20-F.

 *     *  *  *     *

 Form 20-F for the Fiscal Year Ended February 29, 2024

 Item 5. Operating and Financial Review and Prospects

 Results of Operations

 Fiscal Year Ended February 29, 2024 Compared to Fiscal Year
Ended February 28, 2023, page 108

 1. Your discussion of revenues does not adequately explain the significant reasons why your revenues increased 46%. For each revenue
source, please provide the primary drivers of revenue growth including a robust qualitative and quantitative discussion. Consider adding
statistical data that you believe will enhance a reader's understanding. In addition, consider describing the extent to which changes
are attributable to changes in prices or to changes in volume or the amount of products or services sold or the introduction of new products
or services. Finally, describe any known trends or uncertainties that are reasonably likely to have a material impact. Refer to Item 5
of Form 20-F.

 The
Company respectfully advises the Staff that it plans to revise the discussion of revenues as follows in its Form 20-F for
the fiscal year ended February 28, 2025 (the " 2025 Form 20-F ") and will provide similar analysis and discussion
of net revenues for each period presented in its future annual reports on Form 20-F:

 " Net
Revenues

 Our total net revenues increased
by 46.2% to $1,490.4 million for the fiscal year ended February 29, 2024 from $1,019.8 million for the fiscal year ended February 28,
2023. The increase was mainly due to the increase of $198.2 million in learning services and others and increase of $272.5 million in
learning content solutions, respectively , as further discussed below .

 Learning services and others

 Revenues
from learning services and others increased by 23.2% to $1,051.8 million for the fiscal year ended February 29, 2024 from $853.6
million for the fiscal year ended February 28, 2023. The increase was primarily due to an uptick in enrollments of Xueersi Peiyou
as a result of the expansion of our capacity.

 Learning content solutions

 Revenues
from learning content solutions increased by 164.0% to $438.7 million for the fiscal year ended February 29, 2024 from $166.1 million
for the fiscal year ended February 28, 2023. The increase was mainly attributed to the sales volume growth of our physical
products bundled with digital resources, which was primarily spurred by the roll out of multiple new series of AI-driven learning devices
in fiscal year 2024. "

 The
Company further respectfully advises the Staff that there are many factors that can affect the Company's results of operations
(including revenues) and the key factors that are reasonably likely to have a material impact on its results of operations as well as
related uncertainties were discussed and summarized in the subsection titled "Specific Factors Affecting Our Results of Operations"
under Item 5.A of the 2024 Form 20-F. The Company was not aware of any other known trends or uncertainties that were reasonably likely
to have a material impact on its results of operations but not disclosed in the 2024 Form 20-F.

 2

 2. Your discussion comparing the cost of revenues identifies several factors; however, you provide no quantification where a material
change is attributed to two or more factors. Where a material change in a line item is attributed to two or more factors, including any
offsetting factors, the contribution of each identified factor should be described in quantified terms, if reasonably practicable. In
addition, disclose the underlying reasons for the changes. Please revise your disclosures accordingly.

 The
Company respectfully advises the Staff that it plans to revise the discussion of cost of revenues as follows in its 2025 Form 20-F
 and will provide similar analysis and discussion of cost of revenues for each period presented in its future annual reports on
Form 20-F:

 " Cost
of Revenues. Our cost of revenues increased by 56.8% to $684.3 million for the fiscal year ended February 29, 2024 from $436.4
million for the fiscal year ended February 28, 2023. This increase was primarily due to the increases in (i) costs of products
and content materials of $120.8 million primarily due to the sales volume growth of our physical products bundled with digital resources,
(ⅱ) compensation to personnel providing support for our services and products of $35.2 million and (ⅲ) teaching fees, performance-linked
bonuses and other compensation for our teachers of $28.7 million primarily due to the increase in our workforce, which were in turn driven
by the expansion of our business. The increase trend in cost of revenues is consistent with our revenue growth. "

 3. Please revise to discuss changes in gross profit margins. Refer to Item 5 of Form 20-F.

 The
Company respectfully advises the Staff that it plans to add the following discussion on gross profit margins in its 2025 Form 20-F :

 " Gross Profit Margin

 Our
gross profit margin decreased to 54.1% for the fiscal year ended February 29, 2024 from 57.2% for the fiscal year ended February 28,
2023. The decrease was the result of an increase in our cost of revenues as a percentage of net revenues from 42.8% in fiscal
year 2023 to 45.9% in fiscal year 2024. This increase was mainly due to the increase of 5.6% of costs of products and content materials
as a percentage of net revenues due to the change in products mix, in particular, increased sales of our physical products bundled with
digital resources, partially offset by the decrease of 2.8% of teaching fees, performance-linked bonuses and other compensation for our
teachers as a percentage of net revenues. "

 3

 4. Your discussions of general and administrative expenses and interest income do not adequately explain the reasons for the changes.
Please revise your disclosures accordingly and take into consideration the guidance provided in the comment above regarding cost of revenues.
In addition, clarify why general and administrative expenses remained relatively flat while net revenues increased 46%. Refer to Item
5 of Form 20-F.

 The
Company respectfully advises the Staff that it plans to revise the discussions of general and administrative expenses and interest income
as follows in its 2025 Form 20-F and will provide similar analysis and discussion of such line items for each period presented in
its future annual reports on Form 20-F :

 " General
and Administrative Expenses . Our general and administrative expenses increased by 3.9% to $429.9 million for the fiscal year ended
February 29, 2024 from $413.8 million for the fiscal year ended February 28, 2023. Our general and administrative expenses
remained relatively flat despite substantial increase in revenue from fiscal year 2023 to fiscal year 2024 because our general and administrative
expenses primarily consist of compensation paid to our management and administrative personnel and research and development
expenses, which do not grow in a linear manner with revenue growth. In addition, as we scaled our business, we have made effort to optimize
our operational efficiency. "

 " Interest Income

 We
had interest income of $84.9 million for the fiscal year ended February 29, 2024, compared to $61.6 million for the fiscal year ended
February 28, 2023. Our interest income in both fiscal years consisted primarily of interest earned from our cash and cash equivalents
and short-term investments. The increase in our interest income from fiscal year 2023 to fiscal year 2024 was primarily due
to the changes in the market environment and our cash management strategies. In particular, in fiscal year 2024, we invested in more term
deposits with higher interest rates than in 2023. "

 Cash Flows and Working Capital, page 111

 5. Your current disclosure of cash flows from operating activities appears to repeat information presented in the statements of
cash flows. Please provide a more informative discussion and analysis of cash provided and used in working capital accounts such as deferred
revenue. Please explain the underlying reasons and implications of material changes between periods to provide investors with an understanding
of trends and variability in cash flows. Refer to Item 5 of Form 20-F.

 The
Company respectfully advises the Staff that it plans to revise the disclosure of cash flows from operating activities as follows in its
2025 Form 20-F and will provide similar analysis and discussion of cash flows from operating activities for each period presented
in its future annual reports on Form 20-F:

 4

 " Operating Activities

 Net
cash provided by operating activities amounted to $306.2 million in the fiscal year ended February 29, 2024, as compared to net cash
provided by operating activities of $7.4 million in the fiscal year ended February 28, 2023. While we had net loss of $4.1
million in fiscal year 2024, we had net cash provided by operating activities of $306.2 million primarily because (i) a significant
amount of cash payments for our learning services and others were recorded as deferred revenues, and due to the growth of our learnings
services and others in fiscal year 2024 as the result of our capacity expansion for Xueersi Peiyou, our deferred revenue significantly
increased by $190.9 million as of the end of fiscal year 2024 as compared to the end of fiscal year 2023; and (ii) a significant
portion of our expenses were non-cash in nature, primarily including share-based compensation expenses of $88.9 million, and impairment
loss on long-term investments of $47.0 million recorded based on our impairment assessment of the investments in several investees after
reviewing their financial performance as of February 29 , 2024. Such
non-cash expenses were partially offset by gain on fair value change of investments of $21.7 million.

 Net
cash provided by operating activities in fiscal year 2024 increased by $298.8 million compared to that in fiscal year 2023. This year-over-year
increase reflected the narrowed net loss of $127.8 million, as well as an increase in the movement of deferred revenue of
$136.8 million, as a result of the growth of our learning services resulting from our capacity expansion for Xueersi Peiyou. "

 *      *     *     *     *

 5

 The Company has duly noted the Staff's reminder
that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the Staff.

 Should you have any questions or wish to discuss
the foregoing, please contact the Company's U.S. counsel, Yi Gao of Simpson Thacher & Bartlett LLP, at +852-2514-7620 (office),
+852-6588-7136 (mobile) or ygao@stblaw.com.

 Sincerely,

 TAL Education Group

 /s/ Alex Peng

 Alex Peng

 Chief Financial Officer

 cc:
 Yi Gao

 Simpson
 Thacher & Bartlett

 Wei
 Zhang

 Deloitte
 Touche Tohmatsu Certified Public Accountants LLP

 6

CORRESP
1
filename1.htm

TAL Education Group

TAL Building No.1

Courtyard No. 9, Qixin Middle Street, Changping
District

Beijing 102200

People’s Republic of China

February 24, 2025

VIA EDGAR

Ms. Nasreen Mohammed

Mr. Adam Phippen

Office of
Trade & Services

Division of Corporation Finance

United States
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    TAL Education Group

    Form 20-F for the Fiscal Year Ended February 29, 2024

    File No. 001-34900

Dear Ms. Mohammed
and Mr. Phippen:

Reference
is made to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated
February 12, 2025 (the “Comment Letter”), containing the Staff’s comments on TAL Education Group’s
(the “Company”) annual report on Form 20-F for the fiscal year ended February 29, 2024. Due to the additional
time required to prepare thorough and sufficient responses to the comments, the Company respectfully requests an extension of the deadline
for its responses. The Company expects to provide its responses to the Comment Letter no later than March 13, 2025.

If
you have any questions, please contact the Company’s U.S. counsel, Mr. Yi Gao of Simpson Thacher & Bartlett LLP,
by phone at +852-2514-7620 (office) or +852-6588-7136 (cell) or by email at ygao@stblaw.com.

 Sincerely,

 /s/
                     Alex Peng

 Alex Peng

 Chief Financial Officer

cc:
Yi Gao, Esq.

Simpson Thacher & Bartlett LLP

February 12, 2025
Alex Peng
Chief Financial Officer
TAL Education Group
5/F, Tower B, Heying Center
Xiaoying West Street, Haidian District
Beijing 100085
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 29, 2024
File No. 001-34900
Dear Alex Peng:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended February 29, 2024
Item 5. Operating and Financial Review and Prospects
Results of Operations
Fiscal Year Ended February 29, 2024 Compared to Fiscal Year Ended February 28, 2023,
page 108
1.Your discussion of revenues does not adequately explain the significant reasons why
your revenues increased 46%. For each revenue source, please provide the primary
drivers of revenue growth including a robust qualitative and quantitative discussion.
Consider adding statistical data that you believe will enhance a reader's understanding.
In addition, consider describing the extent to which changes are attributable to
changes in prices or to changes in volume or the amount of products or services sold
or the introduction of new products or services. Finally, describe any known trends or
uncertainties that are reasonably likely to have a material impact. Refer to Item 5 of
Form 20-F.

February 12, 2025
Page 2
2.Your discussion comparing the cost of revenues identifies several factors; however,
you provide no quantification where a material change is attributed to two or more
factors. Where a material change in a line item is attributed to two or more factors,
including any offsetting factors, the contribution of each identified factor should be
described in quantified terms, if reasonably practicable. In addition, disclose the
underlying reasons for the changes. Please revise your disclosures accordingly.
3.Please revise to discuss changes in gross profit margins. Refer to Item 5 of Form 20-F.
4.Your discussions of general and administrative expenses and interest income do not
adequately explain the reasons for the changes. Please revise your disclosures
accordingly and take into consideration the guidance provided in the comment above
regarding cost of revenues. In addition, clarify why general and administrative
expenses remained relatively flat while net revenues increased 46%. Refer to Item 5
of Form 20-F.
Cash Flows and Working Capital, page 111
5.Your current disclosure of cash flows from operating activities appears to repeat
information presented in the statements of cash flows. Please provide a more
informative discussion and analysis of cash provided and used in working capital
accounts such as deferred revenue. Please explain the underlying reasons and
implications of material changes between periods to provide investors with an
understanding of trends and variability in cash flows. Refer to Item 5 of Form 20-F.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-
3336 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yi Gao

United States securities and exchange commission logo
November 7, 2023
Alex Peng
Chief Financial Officer
TAL Education Group
5/F, Tower B, Heying Center
Xiaoying West Street, Haidian District
Beijing 100085
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 28, 2023
File No. 001-34900
Dear Alex Peng:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yi Gao, Esq.

CORRESP
1
filename1.htm

TAL Education Group

5/F, Tower B, Heying Center

Xiaoying West Street, Haidian District

Beijing 100085

People’s Republic of China

October 11,
2023

VIA EDGAR

Division of Corporation Finance

United States
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:
                                                                              Ms. Jennifer Thompson

    Re:

    TAL Education Group

    Form 20-F for the Fiscal Year Ended February 28, 2023

    Response dated September 15, 2023

    File No. 001-34900

Dear Ms. Thompson:

Reference is made to the letter we received from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated October 3,
2023 (the “October 3 Comment Letter”) regarding the Annual Report on Form 20-F for the fiscal year ended
February 28, 2023 (the “2023 Form 20-F”) of TAL Education Group (the “Company”).

We set forth below our response
to the comment contained in the October 3 Comment Letter. For your convenience, we have reproduced the Staff’s comment in italicized
boldface type below and keyed our response accordingly. Unless otherwise defined herein, terms used herein shall have the same meanings
ascribed to them in the 2023 Form 20-F.

*          *          *          *          *

Form 20-F for the Fiscal Year Ended February 28, 2023

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 140

1. We note from your response to comment 3 that all of your “consolidated foreign operating entities that use variable interest
entities or similar structures are incorporated or otherwise organized in the PRC.” It appears from disclosures in your Form 20-F
that you have at least one subsidiary in Hong Kong. Please confirm our assumption, if true, that your reference to “consolidated
foreign operating entities that use variable interest entities or similar structures [and that] are incorporated or otherwise organized
in the PRC” includes any subsidiaries organized or incorporated in Hong Kong. Otherwise, please supplementally clarify the jurisdictions
in which your consolidated foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the
percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction
in which you have consolidated operating entities.

The
Company respectfully advises the Staff that the reference in the Company’s prior response to comment 3 to “consolidated
foreign operating entities that use variable interest entities or similar structures” does not include its subsidiaries in Hong
Kong. The Company supplementally submits that, in addition to its consolidated foreign operating entities that use variable interest entities
or similar structures and are incorporated or otherwise organized in the PRC (which, as defined in the 2023 Form 20-F, excludes Taiwan,
Hong Kong and Macau only in the context of describing PRC laws, regulations and other legal or tax matters therein), the Company also
has subsidiaries that are incorporated or otherwise organized in foreign jurisdictions outside the United States, including the PRC, Hong
Kong, Singapore, and the United Kingdom. To the best of the Company’s knowledge, no governmental entities in any such foreign jurisdictions
in which the Company has consolidated operating entities owns any shares in the Company or any of its consolidated foreign operating entities.

*          *          *          *          *

    2

Should you have any questions or wish to discuss
the foregoing, please contact the Company’s U.S. counsel, Yi Gao of Simpson Thacher & Bartlett LLP, at +852-2514-7620 (office),
+852-6588-7136 (mobile) or ygao@stblaw.com.

    Sincerely,

    TAL Education Group

    /s/ Alex Zhuangzhuang
Peng

    Alex Zhuangzhuang Peng

    President and Chief Financial Officer

cc:             Yi
Gao

Simpson Thacher & Bartlett

    3

United States securities and exchange commission logo
October 3, 2023
Alex Peng
Chief Financial Officer
TAL Education Group
5/F, Tower B, Heying Center
Xiaoying West Street, Haidian District
Beijing 100085
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 28, 2023
Response dated September 15, 2023
File No. 001-34900
Dear Alex Peng:
            We have reviewed your September 15, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 7, 2023
letter.
Form 20-F for the Fiscal Year Ended February 28, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 140
1.We note from your response to comment 3 that all of your "consolidated foreign operating
entities that use variable interest entities or similar structures are incorporated or otherwise
organized in the PRC."  It appears from disclosures in your Form 20-F that you have at
least one subsidiary in Hong Kong.  Please confirm our assumption, if true, that your
reference to "consolidated foreign operating entities that use variable interest entities or
similar structures [and that] are incoporated or otherwise organized in the PRC" includes
any subsidiaries organized or incorporated in Hong Kong.  Otherwise, please
supplementally clarify the jurisdictions in which your consolidated foreign operating
entities are organized or incorporated and confirm, if true, that you have disclosed the
percentage of your shares or the shares of your consolidated operating entities owned by

 FirstName LastNameAlex Peng
 Comapany NameTAL Education Group
 October 3, 2023 Page 2
 FirstName LastName
Alex Peng
TAL Education Group
October 3, 2023
Page 2
governmental entities in each foreign jursidiction in which you have consolidated
operating entities.
            Please contact Jennifer Thompson at 202-551-3737 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yi Gao, Esq.

CORRESP
1
filename1.htm

TAL Education Group

5/F, Tower B, Heying Center

Xiaoying West Street, Haidian District

Beijing 100085

People’s Republic of China

September 15,
2023

VIA EDGAR

Division of Corporation Finance

United States
Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Tyler Howes

Ms. Jennifer Thompson

 Re: TAL Education Group

 Form 20-F for the Fiscal Year Ended
February 28, 2023

 File No. 001-34900

Dear Mr. Howes
and Ms. Thompson:

Reference is made to the letter we received from
the staff (the “Staff”) of the Securities and Exchange Commission dated September 7, 2023 (the “September 7
Comment Letter”) regarding the Annual Report on Form 20-F for the fiscal year ended February 28, 2023 (the “2023
Form 20-F”) of TAL Education Group (the “Company”).

We set forth below our responses
to the comments contained in the September 7 Comment Letter. For your convenience, we have reproduced the Staff’s comments
in italicized boldface type below and keyed our responses accordingly. Unless otherwise defined herein, terms used herein shall have the
same meanings ascribed to them in the 2023 Form 20-F.

*          *          *          *          *

Form 20-F for the Fiscal Year Ended February 28, 2023

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 140

 1. We note your statement that you reviewed your register of members and Schedules 13G in connection with your required submission
under paragraph (a). Please supplementally describe any additional materials that were reviewed and tell us whether you relied upon any
legal opinions or third party certifications such as affidavits as the basis for your submission. In your response, please provide a similarly
detailed discussion of the materials reviewed and legal opinions or third party certifications relied upon in connection with the required
disclosures under paragraphs (b)(2) and (3).

The
Company respectfully advises the Staff that, in connection with the required submission under Item 16I(a), the Company inquired
all of its directors and officers to confirm that none of such directors or officers are representatives of any government entity in the
PRC and that there are no voting, acting-in-concert or other agreements or arrangements, nomination, appointment, designation or other
rights, or material relationships, in each case between any such directors or officers, on the one hand, and any person, on the other
hand, that could result in any government entity in the PRC being deemed to control the Company. In addition, based on the Company’s
examination of its register of members and Schedules 13G filed by its shareholders and amendments thereto, the Company believes that the
only shareholder that holds 10% or more of the total outstanding common shares of the Company as of the date of the 2023 Form 20-F
is Bright Unison Limited, a British Virgin Islands company of which the Chairman of the Board of Directors and Chief Executive Officer
of the Company is the sole director. The Company confirmed with him that Bright Unison Limited is not owned or controlled by any government
entity in the PRC.

In connection with the required disclosures under Item 16I(b)(2) and
(3), the Company respectfully advises the Staff that:

(1) As to the Company itself, the Company reviewed
its register of members and Schedules 13G filed by its shareholders and amendments thereto to confirm that, to the best of its knowledge,
no governmental entity in the PRC or the Cayman Islands owns any shares of the Company, and no governmental entity in the PRC has a controlling
financial interest with respect to the Company.

(2) As to the consolidated foreign operating entities,
the Company reviewed the shareholding and contractual arrangements of each of such consolidated foreign operating entities to confirm
that no governmental entity in the relevant foreign jurisdictions owns any shares of any of the consolidated foreign operating entities,
and no governmental entity in the PRC has a controlling financial interest with respect to any of the consolidated foreign operating entities.

The
Company believes that the measures it took in order to make the required submission under Item 16I(a) and the required disclosures
under Item 16I(b)(2) and (3) are reasonable and appropriate. The Company did not rely upon any legal opinions or third
party certifications such as affidavits in connection with such required submission and disclosures.

 2. In order to clarify the scope of your review, please supplementally describe the steps you have taken to confirm that none of
the members of your board or the boards of your consolidated foreign operating entities are officials of the Chinese Communist Party.
For instance, please tell us how the board members’ current or prior memberships on, or affiliations with, committees of the Chinese
Communist Party factored into your determination. In addition, please tell us whether you have relied upon third party certifications
such as affidavits as the basis for your disclosure.

    2

The
Company respectfully advises the Staff that the Company examined its internal records and also inquired all of its directors and all of
the directors of its consolidated foreign operating entities to confirm that none of such directors are officials of the Chinese Communist
Party. The Company believes that the measures it took in order to make the required disclosures under Item 16I(b)(4) are reasonable
and appropriate. The Company did not rely upon any legal opinions or third party certifications such as affidavits in connection with
such required disclosures.

 3. Please note that Item 16I(b) requires that you provide disclosures for yourself and your consolidated foreign operating
entities, including variable interest entities or similar structures. With respect to (b)(2), please supplementally clarify the jurisdictions
in which your consolidated foreign operating entities are organized or incorporated and confirm, if true, that you have disclosed the
percentage of your shares or the shares of your consolidated operating entities owned by governmental entities in each foreign jurisdiction
in which you have consolidated operating entities. Alternatively, please provide this information in your supplemental response.

The Company respectfully advises the Staff all of the Company’s
consolidated foreign operating entities that use variable interest entities or similar structures are incorporated or otherwise organized
in the PRC. The Company confirms that, to the best of its knowledge, no governmental entities in the PRC owns any shares in the Company
or any of its consolidated foreign operating entities, and has so disclosed in the 2023 Form 20-F.

 4. With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included language that such disclosure is
 “to the best of our knowledge.” Please supplementally confirm without qualification, if true, that your articles and the articles
of your consolidated foreign operating entities do not contain wording from any charter of the Chinese Communist Party.

With respect to the disclosure pursuant to Item 16I(b)(5),
the Company supplementally confirms without qualification that the articles of the Company and its consolidated foreign operating entities
do not contain wording from any charter of the Chinese Communist Party.

*          *          *          *          *

    3

The Company has duly noted the Staff’s reminder
that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the Staff.

Should you have any questions or wish to discuss
the foregoing, please contact the Company’s U.S. counsel, Yi Gao of Simpson Thacher & Bartlett LLP, at +852-2514-7620 (office),
+852-6588-7136 (mobile) or ygao@stblaw.com.

    Sincerely,

    TAL Education Group

    /s/ Alex Zhuangzhuang Peng

    Alex Zhuangzhuang Peng

    President and Chief Financial Officer

cc: Yi Gao

Simpson Thacher & Bartlett

    4

United States securities and exchange commission logo
September 7, 2023
Alex Peng
Chief Financial Officer
TAL Education Group
5/F, Tower B, Heying Center
Xiaoying West Street, Haidian District
Beijing 100085
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 28, 2023
File No. 001-34900
Dear Alex Peng:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In some of our comments,
we may ask you to provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended February 28, 2023
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 140
1.We note your statement that you reviewed your register of members and Schedules 13G in
connection with your required submission under paragraph (a). Please supplementally
describe any additional materials that were reviewed and tell us whether you relied upon
any legal opinions or third party certifications such as affidavits as the basis for your
submission. In your response, please provide a similarly detailed discussion of the
materials reviewed and legal opinions or third party certifications relied upon in
connection with the required disclosures under paragraphs (b)(2) and (3).
2.In order to clarify the scope of your review, please supplementally describe the steps you
have taken to confirm that none of the members of your board or the boards of your
consolidated foreign operating entities are officials of the Chinese Communist Party. For
instance, please tell us how the board members’ current or prior memberships on, or

 FirstName LastNameAlex Peng
 Comapany NameTAL Education Group
 September 7, 2023 Page 2
 FirstName LastName
Alex Peng
TAL Education Group
September 7, 2023
Page 2
affiliations with, committees of the Chinese Communist Party factored into your
determination. In addition, please tell us whether you have relied upon third party
certifications such as affidavits as the basis for your disclosure.
3.Please note that Item 16I(b) requires that you provide disclosures for yourself and your
consolidated foreign operating entities, including variable interest entities or similar
structures. With respect to (b)(2), please supplementally clarify the jurisdictions in which
your consolidated foreign operating entities are organized or incorporated and confirm, if
true, that you have disclosed the percentage of your shares or the shares of your
consolidated operating entities owned by governmental entities in each foreign
jurisdiction in which you have consolidated operating entities. Alternatively, please
provide this information in your supplemental response.
4.With respect to your disclosure pursuant to Item 16I(b)(5), we note that you have included
language that such disclosure is “to the best of our knowledge.” Please supplementally
confirm without qualification, if true, that your articles and the articles of your
consolidated foreign operating entities do not contain wording from any charter of the
Chinese Communist Party.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Tyler Howes at 202-551-3370 or Jennifer Thompson at 202-551-
3737 with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Yi Gao, Esq.

United States securities and exchange commission logo
November 14, 2022
Bangxin Zhang
Chief Executive Officer
TAL Education Group
15/F, Danling SOHO
6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 28, 2021
Form 20-F for the Fiscal Year Ended February 28, 2022
File No. 001-34900
Dear Bangxin Zhang:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yuting Wu

CORRESP
1
filename1.htm

TAL Education Group

5/F, Tower B, Heying Center

Xiaoying West Street, Haidian District

Beijing 100085

People’s Republic of China

September 16, 2022

VIA EDGAR

Mr. Donald Field

Ms. Mara Ransom

Mr. Scott Stringer

Mr. Joel Parker

Division of Corporation Finance

Office of Trade & Services

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 28, 2022

  Response Dated May 31, 2022

  File No. 001-34900

Dear Mr. Field, Ms. Ransom, Mr. Stringer and Mr. Parker:

This letter sets forth the Company’s responses
to the comments contained in the letter dated September 1, 2022 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year
ended February 28, 2022 filed with the Commission on June 14, 2022 (the “2022 Form 20-F”). The Staff’s comments
are repeated below in bold and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this
letter shall have the meaning ascribed to such terms in the 2022 Form 20-F.

Form 20-F for the Fiscal Year Ended February 28, 2022

The Holding Foreign Companies Accountable
Act, page 6

 1. When discussing the Holding Foreign Companies Accountable Act, in future filings please update your disclosure throughout your
filing to discuss the fact that on August 26, 2022, the Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the People's Republic of China, taking the first step toward
opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong.

TAL Education Group

September 16, 2022

Page 2

In response to the Staff’s comment, the Company respectfully
proposes to amend its 2022 Form 20-F to provide the relevant disclosure as follows (with underlines and strike lines showing the changes
against the disclosure in the 2022 Form 20-F), subject to updates and adjustments to be made in connection with any material development
of the subject matter being disclosed. Page references are made to the 2022 Form 20-F to illustrate the approximate location of the disclosure.

Page 6:

The Holding Foreign Companies Accountable Act

Our ADSs will be delisted and our ADSs
and shares will be prohibited from trading in the over-the-counter market in 2024 under the Holding Foreign Companies Accountable Act,
or the HFCAA, if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed changes to the
law are enacted. The PCAOB has been unable, and is currently unable, to inspect our auditor in relation to their audit work performed
for our financial statements. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is
unable to inspect or investigate completely registered public accounting firms headquartered in Mainland China and Hong Kong. The PCAOB
identified our auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, as one of the registered public accounting firms that
the PCAOB is unable to inspect or investigate completely. Under the current law, delisting and prohibition from over-the-counter trading
in the United States could take place in 2024. In July 2022, the SEC conclusively listed TAL Education Group as a Commission-Identified
Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended February 28, 2022. On August 26,
2022, the PCAOB signed a Statement of Protocol with the Chinese authorities governing inspections and investigations of audit firms based
in Mainland China and Hong Kong, which marks the first step toward providing access for the PCAOB to inspect and investigate registered
public accounting firms in Mainland China and Hong Kong. The delisting of our ADSs, or the threat of their being delisted, may materially
and adversely affect the value of your investment. In addition, the proposed changes to the law would decrease the number of non-inspection
years from three years to two, thus reducing the time period before our ADSs may be prohibited from over-the-counter trading or delisted.
If the proposed provision is enacted, our ADS could be delisted from the exchange and prohibited from over-the-counter trading in the
United States in 2023. See “Item 3. Key Information—D. Risk Factors—Risk Factors Related to Doing Business in China—Our
ADSs will be prohibited from trading in the United States under the HFCAA in 2024 if the PCAOB is unable to inspect or fully investigate
auditors located in China, or in 2023 if proposed changes to the law are enacted. The delisting of our ADSs, or the threat of their being
delisted, may materially and adversely affect the value of your investment.”

Page 42 (Item 3. Key Information—D. Risk Factors):

TAL Education Group

September 16, 2022

Page 3

The PCAOB is currently unable to inspect our auditor
in relation to their audit work performed for our financial statements and the inability of the PCAOB to conduct inspections over our
auditor deprives our investors with the benefits of such inspections.

Our auditor, the independent registered
public accounting firm that issues the audit report included elsewhere in this annual report, as an auditor of companies that are traded
publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB
conducts regular inspections to assess its compliance with the applicable professional standards. Since our auditor is located in China,
a jurisdiction where the PCAOB has been unable to conduct inspections without the approval of the PRC authorities, our auditor is not
currently inspected by the PCAOB. As a result, we and investors in our ADSs are deprived of the benefits of such PCAOB inspections. The
inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our independent
registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that
are subject to the PCAOB inspections, which could cause investors and potential investors in our ADSs to lose confidence in our audit
procedures and reported financial information and the quality of our financial statements.

On August 26, 2022, the PCAOB signed
a Statement of Protocol with the CSRC and the PRC Ministry of Finance governing inspections and investigations of audit firms based in
Mainland China and Hong Kong, which marks the first step toward providing access for the PCAOB to inspect and investigate registered public
accounting firms in Mainland China and Hong Kong. However, uncertainties exist with respect to the implementation of this framework and
there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner
that satisfies the Statement of Protocol.

Our ADSs will be prohibited from trading in the United
States under the HFCAA in 2024 if the PCAOB is unable to inspect or fully investigate auditors located in China, or in 2023 if proposed
changes to the law are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect
the value of your investment.

As part of a continued regulatory focus
in the United States on access to audit and other information currently protected by national law, in particular China’s, the HFCAA
was signed into law on December 18, 2020. The HFCAA states if the SEC determines that we have filed audit reports issued by a registered
public accounting firm that has not been subject to inspection for the PCAOB for three consecutive years beginning in 2021, the SEC shall
prohibit our shares or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United
States. On December 2, 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCAA, pursuant
to which the SEC will identify an issuer as a “Commission-Identified Issuer” if the issuer has filed an annual report containing
an audit report issued by a registered public accounting firm that the PCAOB has determined it is unable to inspect or investigate completely,
and will then impose a trading prohibition on an issuer after it is identified as a Commission-Identified Issuer for three consecutive
years. On December 16, 2021, the PCAOB issued a report to notify the SEC of its determination that the PCAOB is unable to inspect or investigate
completely registered public accounting firms headquartered in Mainland China and Hong Kong. The PCAOB identified our auditor, Deloitte
Touche Tohmatsu Certified Public Accountants LLP, as one of the registered public accounting firms that the PCAOB is unable to inspect
or investigate completely. Therefore, we expect to be identified as a “Commission-Identified Issuer” shortly after
the filing of this annual report on Form 20-F. In July 2022, the SEC conclusively listed TAL Education Group as a Commission-Identified
Issuer under the HFCAA following the filing of our annual report on Form 20-F for the fiscal year ended February 28, 2022.

TAL Education Group

September 16, 2022

Page 4

On August 26, 2022, the PCAOB signed
a Statement of Protocol with the Chinese authorities governing inspections and investigations of audit firms based in Mainland China and
Hong Kong, which marks the first step toward providing access for the PCAOB to inspect and investigate registered public accounting firms
in Mainland China and Hong Kong. See “—The PCAOB is currently unable to inspect our auditor in relation to their audit work
performed for our financial statements and the inability of the PCAOB to conduct inspections over our auditor deprives our investors with
the benefits of such inspections.”

Furthermore, by the end of 2022, the
PCAOB is required to assess whether China remains a jurisdiction where the PCAOB is not able to inspect and investigate completely auditors
registered with the PCAOB. If the PCAOB again concludes that it is not able to inspect and investigate completely audit firms in Mainland
China and Hong Kong, we will be identified as a “Commission-Identified Issuer” for the second year after we file our annual
report on Form 20-F for the year ending February 28, 2023 which is due by June 30, 2023.

Whether the PCAOB will be able to satisfactorily
conduct inspections and investigations of registered public accounting firms headquartered in Mainland China and Hong Kong,
including our auditor, before the issuance of our financial statements on the annual report on Form 20-F for the year ending
February 29, 2024 which is due by June 30, 2024, or at all, is subject to substantial uncertainty and depends on a number of factors out
of our, and our auditor’s, control, including the implementation of the Statement of Protocol signed by the PCAOB and the Chinese
authorities. If our ADSs are prohibited from trading in the United States, there is no certainty that we will be able to list on a
non-U.S. exchange or that a market for our shares will develop outside of the United States. Such a prohibition would substantially impair
your ability to sell or purchase our ADSs when you wish to do so, and the risk and uncertainty associated with delisting would have a
negative impact on the price of our ADSs. Also, such a prohibition would significantly affect our ability to raise capital on terms acceptable
to us, or at all, which would materially and adversely affect our business, financial condition, and prospects.

On June 22, 2021, the U.S. Senate passed
a bill which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from
three years to two. On February 4, 2022, the U.S. House of Representatives passed a bill which contained, among other things, an identical
provision. If this provision is enacted into law and the number of consecutive non-inspection years required for triggering the prohibitions
under the HFCAA is reduced from three years to two, then our shares and ADSs could be prohibited from trading in the United States in
2023.

TAL Education Group

September 16, 2022

Page 5

Permissions Required from the PRC Authorities
for Our Operations, page 6

 2. We note your response to comment 3. Your disclosure does not appear to discuss the basis of your conclusion that you are not required
to obtain permissions from or complete filings with the China Securities Regulatory Commission in connection with any offering of securities
to foreign investors, as your reference to PRC counsel appears to be in connection with CAC permissions or approvals. Revise to clarify.

In response to the Staff’s comment, the Company respectfully
proposes to amend its 2022 Form 20-F to provide the relevant disclosure as follows (with underlines and strike lines showing the changes
against the disclosure in the 2022 Form 20-F), subject to updates and adjustments to be made in connection with any material development
of the subject matter being disclosed:

Permissions Required from the PRC Authorities for Our
Operations

. . .

Furthermore, in connection with our issuance
of securities to foreign investors in the past, under current PRC laws, regulations, and rules, as of the date of this annual report,
we, our PRC subsidiaries, and the Consolidated Affiliated Entities (i) have not been required to obtain permissions from or complete filings
with the China Securities Regulatory Commission, or the CSRC, (ii) have not been required to go through cybersecurity review by the Cyberspace
Administration of China, or the CAC, and (iii) have not received or have not been denied such requisite permissions by the CSRC or the
CAC. Our PRC counsel has consulted the relevant government authorities, which acknowledged that, under the currently effective PRC laws
and regulations, a company already listed in a foreign stock exchange before promulgation of the latest Cybersecurity Review Measures
is not required to go through a cybersecurity review by the CAC to conduct a securities offering or maintain its listing status on the
foreign stock exchange on which its securities have been listed. Therefore, we believe that under the currently effective PRC laws and
regulations, we are not required to go through a cybersecurity review by the CAC for conducting a securities offering or maintain our
listing status on the NYSE. In addition, on December 24, 2021, the CSRC issued the Provisions of the State Council on the Administration
of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or the Draft Overseas Listing Provisions, and
the Administrative Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), or
the Draft Filing Measures, for public comments. Pursuant to these drafts, PRC domestic companies that directly or indirectly seek to offer
or list their securities on an overseas stock exchange, including a PRC company limited by shares and an offshore company whose main business
operations are in China and who intends to offer securities or be listed on an overseas stock exchange based on its onshore equities,
assets, or similar interests, are required to file with the CSRC within three business days after submitting their application documents.
The Draft Filing Measures also provides that a PRC domestic company must file with the CSRC within three business days for its follow-on
offering of securities or issue of securities to purchase assets after it is listed in an overseas market. Our PRC counsel has advised
us that, as of th

United States securities and exchange commission logo
September 1, 2022
Bangxin Zhang
Chief Executive Officer
TAL Education Group
15/F, Danling SOHO
6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 28, 2022
Response dated May 31, 2022
File No. 001-34900
Dear Mr. Zhang:
            We have reviewed your May 31, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 17, 2022 letter.
Form 20-F for the Fiscal Year Ended February 28, 2022
Item 3. Key Information
The Holding Foreign Companies Accountable Act, page 6
1.When discussing the Holding Foreign Companies Accountable Act, in future filings
please update your disclosure throughout your filing to discuss the fact that on August 26,
2022, the Public Company Accounting Oversight Board (PCAOB) signed a Statement of
Protocol with the China Securities Regulatory Commission and the Ministry of Finance of
the People's Republic of China, taking the first step toward opening access for the
PCAOB to inspect and investigate registered public accounting firms headquartered in
mainland China and Hong Kong.

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 September 1, 2022 Page 2
 FirstName LastName
Bangxin Zhang
TAL Education Group
September 1, 2022
Page 2

Permissions Required from the PRC Authorities for Our Operations, page 6
2.We note your response to comment 3.  Your disclosure does not appear to discuss the
basis of your conclusion that you are not required to obtain permissions from or complete
filings with the China Securities Regulatory Commission in connection with any offering
of securities to foreign investors, as your reference to PRC counsel appears to be in
connection with CAC permissions or approvals.  Revise to clarify.
Notes the Consolidated Financial Statements
Organization and Principal Activities, page F-12
3.Please explain your consideration of whether the cessation of your K9 Academic AST
Services should be reported as a discontinued operation.  Refer to ASC 205-20-45-1.
General
4.We note your response to comment 8, the referenced Form 6-Ks and the applicable
disclosure in this annual report.  Specifically, we note your disclosure that:

•The company ceased offering K9 Academic AST Services in mainland China by the
end of December 2021;
•Such cessation has had a significant negative impact on the company's financial
performance for the fiscal year ended February 28, 2022;
•Revenues from offering K9 Academic AST Services accounted for a substantial
majority of the company's total revenues prior to such cessation; and
•Ceasing K9 Academic AST Services is expected to have a significant negative
impact on the company's financial performance for the fiscal year ending February
28, 2023 and subsequent periods.
Please amend your annual report to specifically discuss and, to the extent
possible, quantify the significant negative impacts.  In this regard, please quantify the
portion of the company's historic revenues that will be impacted by the cessation of
offering K9 Academic AST Services.  We also note that certain other information
(impacts on property and equipment, intangible assets, goodwill, operating lease right-of-
use, etc.) is contained in the company's audited financial statement footnotes but such
information should be consolidated and presented in the forepart of Item 3 along with the
other China-based company disclosure and elsewhere as applicable.  The significant
negative impacts should be presented in such a manner to allow investors to fully
understand the negative impacts cessation will have on the company's business, operations
and financial performance.

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 September 1, 2022 Page 3
 FirstName LastName
Bangxin Zhang
TAL Education Group
September 1, 2022
Page 3
            You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

TAL Education Group

5/F, Tower B, Heying Center

Xiaoying West Street, Haidian District

Beijing 100085

People’s Republic of China

May 31, 2022

VIA EDGAR

Mr. Donald Field

Ms. Mara Ransom

Mr. Scott Stringer

Mr. Joel Parker

Division of Corporation Finance

Office of Trade & Services

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 28, 2021

    Form 6-K filed November 15, 2021

    Response Dated March 29, 2022

    File No. 001-34900

Dear Mr. Field, Ms. Ransom, Mr. Stringer and Mr. Parker:

This letter sets forth the Company’s responses
to the comments contained in the letter dated May 17, 2022 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal year ended February
28, 2021 filed with the Commission on May 7, 2021 (the “Form 20-F”) and Form 6-K filed on November 15, 2021 (the “Form
6-K”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto. All
capitalized terms used but not defined in this letter shall have the meaning ascribed to such terms in the Form 20-F or the Form 6-K.

Annual Report on Form 20-F

Item 3. Key Information, page 3

    TAL Education Group

May 31, 2022

Page 2

 1. We note your response to comment 4 and reissue in part. We note your intentions to move the diagram of the company's corporate
structure on page 82 of the Form 20-F to Item 3 in future Form 20-F filings. With respect to the disclosed contractual arrangements with
the VIEs in the diagram, please revise to use dashed lines without arrows. Additionally, describe all contracts and arrangements through
which you claim to have economic rights and exercise control that results in consolidation of the VIE’s operations and financial
results into your financial statements. Describe the relevant contractual agreements between the entities and how this type of corporate
structure may affect investors and the value of their investment, including how and why the contractual arrangements may be less effective
than direct ownership and that the company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these contractual agreements due to legal uncertainties and jurisdictional
limits. In this regard, we note that your proposed disclosure in future Form 20-F filings does not specifically discuss the above disclosure
topics but instead cross-references to disclosure later in the Form 20-F. Please revise your proposed disclosure to address the disclosure
topics in Item 3 of future Form 20-F filings.

In response to the Staff’s comment, the Company respectfully
proposes to revise the proposed disclosure as follows (with underlines and strike lines showing the changes against the proposed disclosure
in the prior response) at the outset of Item 3 in its future Form 20-F filings, subject to updates and adjustments to be made in connection
with any material development of the subject matter being disclosed:

“A series
of contractual agreements, including exclusive business service agreements, call option agreements, equity pledge agreements, letters
of undertaking, and power of attorney agreements by and among our PRC subsidiaries, the Consolidated Affiliated Entities and
their respective shareholders. These contractual agreements include:

(i) exclusive
business service agreements, pursuant to which TAL Beijing or its designated affiliates have the exclusive right to provide the VIEs and
their subsidiaries and schools comprehensive intellectual property licensing and various technical and business support services and relevant
VIEs agreed to pay service fees annually or regularly to TAL Beijing or its designated affiliates and adjust the service fee rates from
time to time at TAL Beijing’s discretion, and TAL Beijing or its designated affiliates is entitled to charge the Consolidated Affiliated
Entities service fees regularly that amount to substantially all of the net income of the Consolidated Affiliated Entities before the
service fees;

(ii) call option
agreements, pursuant to which the respective shareholders of the VIEs unconditionally and irrevocably granted TAL Beijing or its designated
party an exclusive option to purchase from the shareholders part or all of the equity interests in the respective VIEs for the minimum
amount of consideration permitted by the applicable PRC laws and regulations under the circumstances where TAL Beijing or its designated
party is permitted under PRC laws and regulations to own all or part of the equity interests of the respective VIEs or where we otherwise
deem it necessary or appropriate to exercise the option, and TAL Beijing has sole discretion to decide when to exercise the option, and
whether to exercise the option in part or in full;

    TAL Education Group

May 31, 2022

Page 3

(iii) equity
pledge agreements, as supplemented, pursuant to which the respective shareholders of the VIEs unconditionally and irrevocably pledged
all of their equity interests in the respective VIEs to TAL Beijing to guarantee performance of the obligations of the respective VIEs
and their respective subsidiaries and schools under the technology support and service agreements with TAL Beijing;

(iv) letters
of undertaking, pursuant to which all shareholders of the VIEs covenanted with and undertook to TAL Beijing that, if, as the respective
shareholders of the VIEs, such shareholders receive any dividends, interests, other distributions or remnant assets upon liquidation from
the respective VIEs, such shareholders shall, to the extent permitted by applicable laws, regulations and legal procedures, remit all
such income after payment of any applicable tax and other expenses required by laws and regulations to TAL Beijing without any compensation
therefore; and

(v) power of
attorney agreements, pursuant to which each of the shareholders of the VIEs has executed an irrevocable power of attorney appointed TAL
Beijing, or any person designated by TAL Beijing as their attorney-in-fact to vote on their behalf on matters of the respective VIEs requiring
shareholder approval, and TAL Beijing has the ability to exercise effective control over each of the VIEs respectively through shareholder
votes and, through such votes, to also control the composition of the board of directors.

In addition, the spouse of each shareholder,
who is a natural person, of the VIEs has entered into a spousal consent letter to acknowledge that she is aware of, and consents to, the
execution by her spouse of the call option agreement described above. Each such spouse further agrees that she will not take any actions
or raise any claims to interfere with performance by her spouse of the obligations under the above mentioned agreements.

Terms contained in each set of contractual
arrangements with the Consolidated Affiliated Entities and their respective shareholders are substantially similar. As a result of the
contractual arrangements, we have effective control over and are considered the primary beneficiary of the Consolidated Affiliated Entities
for accounting purposes, and we have consolidated the financial results of the Consolidated Affiliated Entities in our consolidated financial
statements. For more details of these contractual arrangements, see “Item 4. Information on the Company—C. Organizational
Structure—VIE Contractual Arrangements.” Investors of our ADSs are not purchasing equity interest in the Consolidated
Affiliated Entities in China but instead are purchasing equity interest in a holding company incorporated in the Cayman Islands.

    TAL Education Group

May 31, 2022

Page 4

The following diagram sets out details
of our corporate structure, including the VIE contractual arrangements, as of February 28, 2022:

 (1) Mr. Bangxin Zhang is our chairman and chief executive officer who owned 26.3% of the common shares and 71.8% of the voting power
of TAL Education Group as of April 30, 2022.

 (2) Mr. Yachao Liu is our chief operating officer who owned 4.1% of the common shares and 5.4% of the voting power of TAL Education
Group as of April 30, 2022.

 (3) Mr. Yunfeng Bai is our director who owned less than 1.0% of the common shares and 0.3% of voting power of TAL Education Group as
of April 30, 2022.

 (4) Among the 63 schools, seven schools’ majority ownership are directly or indirectly held by Xueersi Education, and the remaining
minority ownership are directly or indirectly held by Xueersi Network. For the other schools, Xueersi Education held either 100% or majority
ownership for which the remaining minority ownership were held by third parties.

However, the contractual arrangements
may not be as effective as direct ownership in providing us with control over the Consolidated Affiliated Entities,.
If we had direct ownership of the Consolidated Affiliated Entities, we would be able to exercise our rights as a shareholder to effect
changes in the board of directors of these entities, which in turn could effect changes, subject to any applicable fiduciary obligations,
at the management level. However, under the VIE Contractual Arrangements, we rely on the performance by the Consolidated Affiliated Entities
and their respective shareholders of their obligations under the contracts to exercise control over and receive economic benefits from
the Consolidated Affiliated Entities. In addition, we cannot assure you that when conflicts of interest arise, any or all of these individuals
will act in the best interests of our company or such conflicts will be resolved in our favor. In addition, these individuals may breach,
or cause the Consolidated Affiliated Entities to breach, or refuse to renew, the existing VIE Contractual Arrangements. If we cannot resolve
any conflict of interest or dispute between us and these individuals, we would have to rely on legal proceedings, which could result in
disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings. As such, and
we may incur substantial costs to enforce the terms of the arrangements. In addition, our contractual arrangements have not been tested
in a court of law as of the date of this annual report. See “Item 3. Key Information—D. Risk Factors—Risks Related to
Our Corporate Structure—We rely on the VIE Contractual Arrangements for our PRC operations, which may not be as effective in providing
operational control as direct ownership” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
Structure—The legal owners of the VIEs may have potential conflicts of interest with us, which may materially and adversely affect
our business and financial condition.” for further details.

    TAL Education Group

May 31, 2022

Page 5

Our corporate structure is subject to
unique risks associated with our contractual arrangements with the Consolidated Affiliated Entities. If the PRC government deems that
our contractual arrangements with the Consolidated Affiliated Entities do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change or are interpreted differently
in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. The PRC regulatory
authorities could disallow the VIE structure, which would likely result in a material adverse change in our operations, and our ADSs may
decline significantly in value or become worthless. Our holding company, our PRC subsidiaries and the Consolidated Affiliated Entities,
and investors of our company face uncertainty about potential future actions by the PRC government that could affect the enforceability
of the contractual arrangements with the Consolidated Affiliated Entities and, consequently, significantly affect the financial performance
of the Consolidated Affiliated Entities and our company as a whole. For a detailed description of the risks associated with our corporate
structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate
Structure.””

 2. We note your response to comment 5 and reissue in part. We note your proposed "Summary of Risk Factors" to be included
in future Form 20-F filings. Revise to specifically discuss risks arising from the legal system in China, including risks and uncertainties
regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk
that the Chinese government may intervene or influence your operations at any time. Additionally, acknowledge any risks that any actions
by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless. Lastly, please revise the proposed disclosure to provide
specific cross-references for each of the risks discussed under "Risks Related to Our Corporate Structure" and "Risks Related
to Doing Business in China" to the more detailed discussions of these risks in future Form 20-F filings. In this regard, the specific
cross-references should include the specific risk factor title, as applicable, and associated page number.

In response to the Staff’s comment, the Company respectfully
proposes to revise the proposed disclosure as follows (with underlines and strike lines showing the changes against the proposed disclosure
in the prior response) in its future Form 20-F filings, subject to updates and adjustments to be mad in connection with any material
development of the subject matter being disclosed:

“Risks Related to Our Corporate Structure

 · TAL Education Group is not a Chinese operating company but a Cayman Islands holding company with no equity
ownership in the Consolidated Affiliated Entities. We conduct our operations in China through (i) our PRC subsidiaries and (ii) the Consolidated
Affiliated Entities with which we have maintained contractual arrangements. Investors of our ADSs thus are not purchasing equity interest
in the Consolidated Affiliated Entities in China but instead are purchasing equity interest in a Cayman Islands holding company. If the
PRC government deems that the contractual arrangements with the Consolidated Affiliated Entities do not comply with PRC regulatory restrictions
on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the
future, we could be subject to severe penalties or be forced to relinquish our interests in those operations. Our holding company, our
PRC subsidiaries and the Consolidated Affiliated Entities, and investors of our company face uncertainty about potential future actions
by the PRC government that could affect the enforceability of the contractual arrangements with the Consolidated Affiliated Entities and,
consequently, significantly affect the financial performance of the Consolidated Affiliated Entities and our company as a group. See
 “Item 3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government determines
that the agreements that establish the structure for operating our business in China are not in compliance with applicable PRC laws and
regulations, we could be subject to severe penalties” on page 33 for details.

United States securities and exchange commission logo
May 17, 2022
Bangxin Zhang
Chief Executive Officer
TAL Education Group
15/F, Danling SOHO
6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 28, 2021
Form 6-K filed November 15, 2021
Response Dated March 29, 2022
File No. 001-34900
Dear Mr. Zhang:
            We have reviewed your March 29, 2022 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
February 22, 2022 letter.
Annual Report on Form 20-F
Item 3. Key Information, page 3
1.We note your response to comment 4 and reissue in part.  We note your intentions to
move the diagram of the company's corporate structure on page 82 of the Form 20-F to
Item 3 in future Form 20-F filings.  With respect to the disclosed contractual arrangements
with the VIEs in the diagram, please revise to use dashed lines without arrows.
Additionally, describe all contracts and arrangements through which you claim to have
economic rights and exercise control that results in consolidation of the VIE’s operations
and financial results into your financial statements.  Describe the relevant contractual

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 May 17, 2022 Page 2
 FirstName LastNameBangxin Zhang
TAL Education Group
May 17, 2022
Page 2
agreements between the entities and how this type of corporate structure may affect
investors and the value of their investment, including how and why the contractual
arrangements may be less effective than direct ownership and that the company may incur
substantial costs to enforce the terms of the arrangements.  Disclose the uncertainties
regarding the status of the rights of the Cayman Islands holding company with respect to
its contractual arrangements with the VIE, its founders and owners, and the challenges the
company may face enforcing these contractual agreements due to legal uncertainties and
jurisdictional limits.  In this regard, we note that your proposed disclosure in future Form
20-F filings does not specifically discuss the above disclosure topics but instead cross-
references to disclosure later in the Form 20-F.  Please revise your proposed disclosure to
address the disclosure topics in Item 3 of future Form 20-F filings.
2.We note your response to comment 5 and reissue in part.  We note your proposed
"Summary of Risk Factors" to be included in future Form 20-F filings.  Revise to
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time.  Additionally, acknowledge any
risks that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or be
worthless.  Lastly, please revise the proposed disclosure to provide specific cross-
references for each of the risks discussed under "Risks Related to Our Corporate
Structure" and "Risks Related to Doing Business in China" to the more detailed
discussions of these risks in future Form 20-F filings.  In this regard, the specific cross-
references should include the specific risk factor title, as applicable, and associated page
number.
3.We note your response to comment 6 and reissue in part.  We note your proposed
disclosure to be included in future Form 20-F filings.  We note that you do not appear to
have relied upon an opinion of counsel with respect to your conclusions that you have the
necessary permissions and approvals to operate your business.  If true, state as much and
explain why such an opinion was not obtained.  Please also explain the basis for your
conclusions, such as why you are not required to have a cybersecurity review by the CAC.
Additionally, the proposed disclosure related to permission and approvals should not be
qualified by materiality.  Please make appropriate revisions to your proposed disclosure.
4.We note your response to comment 7 and reissue in part.  We note your proposed
disclosure to be included in future Form 20-F filings.  Please disclose your intentions to
distribute earnings or settle amounts owed under the VIE agreements.  Please also revise
the proposed disclosure to quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences.  Lastly, provide cross-references to the condensed
consolidating schedule and the consolidated financial statements.

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 May 17, 2022 Page 3
 FirstName LastName
Bangxin Zhang
TAL Education Group
May 17, 2022
Page 3
5.Please revise your proposed disclosure in the "Cash and Assets Flows Through Our
Organization" section, in the summary risk factors and risk factors sections to state that, to
the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong
Kong entity, the funds or assets may not be available to fund operations or for other use
outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions
and limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the
PRC government to transfer cash or assets.
6.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies in your proposed disclosure in the "Cash and Assets Flows Through Our
Organization" section, and disclose the source of such policies (e.g., whether they are
contractual in nature, pursuant to regulations, etc.); alternatively, state in the "Cash and
Assets Flows Through Our Organization" section that you have no such cash management
policies that dictate how funds are transferred.
Item 3.(d) Risk Factors, page 5
7.We note your response to comment 11 and reissue.  We note your proposed disclosure and
new risk factor to be included in future Form 20-F filings.  Please revise your proposed
disclosure and risk factor to explain how this oversight impacts your business and to what
extent you believe that you are compliant with the regulations or policies that have been
issued by the CAC to date.  In this regard, we note that the risk factor is drafted in the
passive tense rather than the company providing affirmative statements regarding its
compliance with the regulations and policies that have been issued by the CAC to date.
General
8.We note your response to comment 16 and reissue in part.  Please confirm that you will
amend the referenced Form 6-K to provide ADS holders with the additional information
set forth in your response.
            You may contact Scott Stringer at 202-551-3272 or Joel Parker at 202-551-3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
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TAL Education Group

5/F, Tower B, Heying Center

Xiaoying West Street, Haidian District

Beijing 100085

People’s Republic of China

March 29,
2022

VIA EDGAR

Mr. Donald Field

Ms. Mara Ransom

Mr. Scott Stringer

Mr. Joel Parker

Division of Corporation Finance

Office of Trade & Services

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 28, 2021

    Form 6-K filed November 15, 2021

    File No. 001-34900

Dear Mr. Field, Ms. Ransom, Mr. Stringer and Mr. Parker:

This letter sets forth the Company’s responses
to the comments contained in the letter dated February 22, 2022 from the staff (the “Staff”) of the Securities
and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 20-F for the fiscal
year ended February 28, 2021 filed with the Commission on May 7, 2021 (the “Form 20-F”) and Form 6-K
filed on November 15, 2021 (the “Form 6-K”). The Staff’s comments are repeated below in bold and are
followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meaning ascribed
to such terms in the Form 20-F or the Form 6-K.

Annual Report on Form 20-F

Item 3. Key Information, page 4

 1. Please disclose prominently that you are not a Chinese operating company
                                            but a Cayman Islands holding company with operations conducted by your subsidiaries and through
                                            contractual arrangements with a variable interest entity (VIE) based in China and that this
                                            structure involves unique risks to investors. If true, disclose that these contracts have
                                            not been tested in court. Explain whether the VIE structure is used to provide investors
                                            with exposure to foreign investment in China-based companies where Chinese law prohibits
                                            direct foreign investment in the operating companies, and disclose that investors may never
                                            hold equity interests in the Chinese operating company. Your disclosure should acknowledge
                                            that Chinese regulatory authorities could disallow this structure, which would likely result
                                            in a material change in your operations and/or a material change in the value of your securities,
                                            including that it could cause the value of such securities to significantly decline or become
                                            worthless. Provide a cross-reference to your detailed discussion of risks facing the company
                                            as a result of this structure.

TAL Education Group

March 29, 2022

Page 2

In response to the Staff’s comment, the Company respectfully
proposes to include the following disclosure at the outset of Item 3 in its future Form 20-F filings, subject to updates and adjustments
to be made in connection with any material development of the subject matter being disclosed:

“Our
Holding Company Structure and Contractual Arrangements with the Consolidated Affiliated Entities

TAL Education Group is not a Chinese
operating company but a Cayman Islands holding company with no equity ownership in the Consolidated Affiliated Entities. We conduct our
operations in China through (i) our PRC subsidiaries and (ii) the Consolidated Affiliated Entities with which we have maintained
contractual arrangements. PRC laws and regulations restrict and impose conditions on foreign investment in the education business and
value-added telecommunication services in China. Accordingly, we operate substantially all of our education business in China through
the Consolidated Affiliated Entities and rely on contractual arrangements among our PRC subsidiaries, the Consolidated Affiliated Entities
and their nominee shareholders to control the business operations of the Consolidated Affiliated Entities. Net revenues contributed by
the Consolidated Affiliated Entities accounted for 93.4%, 94.4%, and % of our net revenues in the fiscal years ended February 28/29,
2020, 2021 and 2022, respectively. As used in this annual report, “we,” “us,” “our company,” and
 “our” refers to TAL Education Group, a Cayman Islands company, its subsidiaries, and, in the context of describing our operations
and consolidated financial information, the Consolidated Affiliated Entities, including the VIEs and the VIEs’ direct and indirect
subsidiaries and schools. Investors of our ADSs are not purchasing equity interest in the Consolidated Affiliated Entities in China but
instead are purchasing equity interest in a holding company incorporated in the Cayman Islands, and may never hold equity interests in
the Consolidated Affiliated Entities.

. . .

There are also substantial uncertainties
regarding the interpretation and application of current and future PRC laws, regulations and rules regarding the status of the rights
of our Cayman Islands holding company with respect to its contractual arrangements with the Consolidated Affiliated Entities and their
nominee shareholders. It is uncertain whether any new PRC laws or regulations related to variable interest entity structures will be
adopted or, if adopted, what they would provide. If we or any of the Consolidated Affiliated Entities is found to be in violation of
any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required licenses, permits or approvals, the
relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures. See “Item
3. Key Information—D. Risk Factors—Risks Related to Our Corporate Structure—If the PRC government determines that the
agreements that establish the structure for operating our business in China are not in compliance with applicable PRC laws and regulations,
we could be subject to severe penalties” and “Item 3. Key Information—D. Risk Factors—Risks Related to Doing
Business in China—Uncertainties exist with respect to the interpretation and implementation of the newly enacted Foreign Investment
Law and how it may impact our business, financial condition and results of operations.”

TAL Education Group

March 29, 2022

Page 3

Our
corporate structure is subject to unique risks associated with our contractual arrangements with the Consolidated Affiliated Entities.
If the PRC government deems that our contractual arrangements with the Consolidated Affiliated Entities do not comply with PRC regulatory
restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations
change or are interpreted differently in the future, we could be subject to severe penalties or be forced to relinquish our interests
in those operations. The PRC regulatory authorities could disallow the VIE structure, which would likely result in a material
adverse change in our operations, and our ADSs may decline significantly in value or become worthless. Our holding company, our PRC subsidiaries
and the Consolidated Affiliated Entities, and investors of our company face uncertainty about potential future actions by the PRC government
that could affect the enforceability of the contractual arrangements with the Consolidated Affiliated Entities and, consequently, significantly
affect the financial performance of the Consolidated Affiliated Entities and our company as a whole. In addition, our contractual arrangements
have not been tested in a court of law as of the date of this annual report. For a detailed description of the risks associated with
our corporate structure, please refer to risks disclosed under “Item 3. Key Information—D. Risk Factors—Risks Related
to Our Corporate Structure.””

 2. Provide prominent disclosure about the legal and operational risks associated
                                            with being based in or having the majority of the company’s operations in China. Your
                                            disclosure should make clear whether these risks could result in a material change in your
                                            operations and/or the value of your securities or could significantly limit or completely
                                            hinder your ability to offer or continue to offer securities to investors and cause the value
                                            of such securities to significantly decline or be worthless. Your disclosure should address
                                            how recent statements and regulatory actions by China’s government, such as those related
                                            to the use of variable interest entities and data security or anti-monopoly concerns, have
                                            or may impact the company’s ability to conduct its business, accept foreign investments,
                                            or list on a U.S. or other foreign exchange. Please disclose whether your auditor is subject
                                            to the determinations announced by the PCAOB on December 16, 2021 and whether and how
                                            the Holding Foreign Companies Accountable Act and related regulations will affect your company.
                                            This summary should address, but not necessarily be limited to, the risks highlighted in
                                            the Forward-Looking Statements section.

TAL Education Group

March 29, 2022

Page 4

In response to the Staff’s comment, the Company respectfully
proposes to include the following disclosure at the outset of Item 3 in its future Form 20-F filings, subject to updates and adjustments
to be made in connection with any material development of the subject matter being disclosed:

“We face various risks and uncertainties
related to doing business in China. Our business operations are primarily conducted in China, and we are subject to complex and evolving
PRC laws and regulations. For example, we face risks associated with regulatory approvals on offshore offerings, anti-monopoly regulatory
actions, regulations on the use of variable interest entities, and oversight on cybersecurity and data privacy, as well as the lack of
inspection on our auditors by the Public Company Accounting Oversight Board, or the PCAOB, which may impact our ability to conduct certain
businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could
result in a material adverse change in our operations and the value of our ADSs, significantly limit or completely hinder our ability
to continue to offer securities to investors, or cause the value of such securities to significantly decline. For a detailed description
of risks related to doing business in China, “Item 3.D. Key Information—Risk Factors—Risks Related to Doing Business
in China.”

The PRC government’s significant
authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in,
China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors.
Implementation of industry-wide regulations in this nature may cause the value of such securities to significantly decline. For more
details, see “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—The PRC government’s
oversight and discretion over our business operation could result in a material adverse change in our operations and the value of our
ADSs.”

Risks and uncertainties arising from
the legal system in China, including risks and uncertainties regarding the enforcement of laws and quickly evolving rules and regulations
in China, could result in a material adverse change in our operations and the value of our ADSs. For more details, see “Item 3.
Key Information—D. Risk Factors—Risks Related to Doing Business in China—Uncertainties with respect to the PRC legal
system could have a material adverse effect on us.”

Our
ADSs will be delisted and our ADSs and shares will be prohibited from trading in the over-the-counter market in 2024 under the Holding
Foreign Companies Accountable Act, or the HFCAA, if the PCAOB is unable to inspect or fully investigate auditors located in China, or
as early as 2023 if proposed changes to the law are enacted. The PCAOB has been unable, and is currently unable, to inspect our auditor
in relation to their audit work performed for our financial statements. On December 16, 2021, the PCAOB issued a report to
notify the SEC of its determination that the PCAOB is unable to inspect or investigate completely registered public accounting firms
headquartered in Mainland China and Hong Kong. The PCAOB identified our auditor, Deloitte Touche Tohmatsu Certified Public Accountants
LLP, as one of the registered public accounting firms that the PCAOB is unable to inspect or investigate completely. Under the current
law, delisting and prohibition from over-the-counter trading in the United States could take place in 2024. The delisting of our ADSs,
or the threat of their being delisted, may materially and adversely affect the value of your investment. In addition, the proposed changes
to the law would decrease the number of non-inspection years from three years to two, thus reducing the time period before our ADSs may
be prohibited from over-the-counter trading or delisted. If the proposed provision is enacted, our ADS could be delisted from the exchange
and prohibited from over-the-counter trading in the United States in 2023. See “Item 3. Key Information—D. Risk Factors—Risk
Factors Related to Doing Business in China—Our ADSs will be prohibited from trading in the United States under the HFCAA in 2024
if the PCAOB is unable to inspect or fully investigate auditors located in China, or as early as 2023 if proposed changes to the law
are enacted. The delisting of our ADSs, or the threat of their being delisted, may materially and adversely affect the value of your
investment.”

TAL Education Group

March 29, 2022

Page 5

 3. Clearly disclose how you will refer to the holding company, subsidiaries,
                                            and VIEs when providing the disclosure throughout the document so that it is clear to investors
                                            which entity the disclosure is referencing and which subsidiaries or entities are conducting
                                            the business operations. Refrain from using terms such as “we” or “our”
                                            when describing activities or functions of a VIE. For example, disclose, if true, that your
                                            subsidiaries and/or the VIE conduct operations in China, that the VIE is consolidated for
                                            accounting purposes but is not an entity in which you own equity, and that the holding company
                                            does not conduct operations. Disclose clearly the entity (including the domicile) in which
                                            investors are purchasing an interest.

In response to the Staff’s comment, the Company respectfully
proposes to include the following disclosure at the outset of Item 3 in its future Form 20-F filings, subject to updates and adjustments
to be made in connection with any material development of the subject matter being disclosed:

“Our
Holding Company Structure and Contractual Arrang

CORRESP
1
filename1.htm

TAL Education Group

5/F, Tower B, Heying Center

Xiaoying West Street, Haidian District

Beijing 100085

People’s Republic of China

March 2, 2022

VIA EDGAR

Mr. Donald Field

Ms. Mara Ransom

Mr. Scott Stringer

Mr. Joel Parker

Division of Corporation Finance

Office of Trade & Services

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 28, 2021

Form 6-K filed November 15, 2021

  File No. 001-34900

Dear Mr. Field, Ms. Ransom, Mr. Stringer and Mr. Parker:

The Company has received the
letter dated February 22, 2022 (the “Comment Letter”) from the staff of the Securities and Exchange Commission (the
“Staff”) regarding the Company’s Form 20-F for the fiscal year ended February 28, 2021 (the “Form 20-F”)
and Form 6-K filed on November 15, 2021 (the “Form 6-K”). The Company respectfully submits to the Staff to request
an extension to the deadline for responding to the Comment Letter due to the additional time required to gather sufficient information
and prepare thorough responses. The Company will provide its response to the Comment Letter via EDGAR as soon as possible prior to March
29, 2022.

If you have any additional
questions or comments regarding the Form 20-F or Form 6-K, please contact the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps,
Slate, Meagher & Flom, at (+852) 3740-4863 or julie.gao@skadden.com.

Thank you very much.

    Very truly yours,

    /s/ Alex Zhuangzhuang Peng

    Alex Zhuangzhuang Peng

    President and Chief Financial Officer

 cc: Bangxin Zhang, Director and Chief Executive Officer, TAL Education Group

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

United States securities and exchange commission logo
February 22, 2022
Bangxin Zhang
Chief Executive Officer
TAL Education Group
15/F, Danling SOHO
6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China
Re:TAL Education Group
Form 20-F for the Fiscal Year Ended February 28, 2021
Form 6-K filed November 15, 2021
File No. 001-34900
Dear Mr. Zhang:
            We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Annual Report on Form 20-F
Item 3. Key Information, page 3
1.Please disclose prominently that you are not a Chinese operating company but a Cayman
Islands holding company with operations conducted by your subsidiaries and through
contractual arrangements with a variable interest entity (VIE) based in China and that this
structure involves unique risks to investors.  If true, disclose that these contracts have not
been tested in court.  Explain whether the VIE structure is used to provide investors with
exposure to foreign investment in China-based companies where Chinese law prohibits
direct foreign investment in the operating companies, and disclose that investors may
never hold equity interests in the Chinese operating company.  Your disclosure should
acknowledge that Chinese regulatory authorities could disallow this structure, which
would likely result in a material change in your operations and/or a material change in the

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 February 22, 2022 Page 2
 FirstName LastNameBangxin Zhang
TAL Education Group
February 22, 2022
Page 2
value of your securities, including that it could cause the value of such securities to
significantly decline or become worthless.  Provide a cross-reference to your detailed
discussion of risks facing the company as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China.  Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your securities or could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.  Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on a U.S. or other foreign exchange.  Please disclose whether your auditor is subject to
the determinations announced by the PCAOB on December 16, 2021 and whether and
how the Holding Foreign Companies Accountable Act and related regulations will affect
your company.  This summary should address, but not necessarily be limited to, the risks
highlighted in the Forward-Looking Statements section.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations.  Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE.  For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations.  Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
4.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails, and provide early in the summary a diagram of the company’s corporate
structure, identifying the person or entity that owns the equity in each depicted entity.
Describe all contracts and arrangements through which you claim to have economic rights
and exercise control that results in consolidation of the VIE’s operations and financial
results into your financial statements.  Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted.  Describe the relevant contractual agreements between the entities and how
this type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements.  Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 February 22, 2022 Page 3
 FirstName LastNameBangxin Zhang
TAL Education Group
February 22, 2022
Page 3
5.Revise to provide a summary of risk factors, disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China
poses to investors.  In particular, describe the significant regulatory, liquidity, and
enforcement risks with cross-references to the more detailed discussion of these risks in
the document. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules
and regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or may
exert more control over offerings conducted overseas and/or foreign investment in China-
based issuers, which could result in a material change in your operations and/or the value
of your securities.  Acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
6.Disclose each permission or approval that you, your subsidiaries, or the VIEs are required
to obtain from Chinese authorities to operate your business and to offer your securities to
foreign investors.  State whether you, your subsidiaries, or VIEs are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve the VIE’s operations, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied.  Please also describe the consequences to you and your investors if you,
your subsidiaries, or the VIEs: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
7.Provide a clear description of how cash is transferred through your organization.  Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of
transfer.  Quantify any dividends or distributions that a subsidiary or consolidated VIE
have made to the holding company and which entity made such transfer, and their tax
consequences.  Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences.  Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date.  Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors.  Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries and/or the consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.  Provide cross-references to the condensed consolidating schedule and the
consolidated financial statements.

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 February 22, 2022 Page 4
 FirstName LastNameBangxin Zhang
TAL Education Group
February 22, 2022
Page 4
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements.  Please provide in tabular form a condensed consolidating schedule
that disaggregates the operations and depicts the financial position, cash flows, and results
of operations as of the same dates and for the same periods for which audited consolidated
financial statements are required.  The schedule should present major line items, such as
revenue and cost of goods/services, and subtotals and disaggregated intercompany
amounts, such as separate line items for intercompany receivables and investment in
subsidiary.  The schedule should also disaggregate the parent company, the VIEs and its
consolidated subsidiaries, the WFOEs that are the primary beneficiary of the VIEs, and an
aggregation of other entities that are consolidated.  The objective of this disclosure is to
allow an investor to evaluate the nature of assets held by, and the operations of, entities
apart from the VIE, as well as the nature and amounts associated with intercompany
transactions.  Any intercompany amounts should be presented on a gross basis and when
necessary, additional disclosure about such amounts should be included in order to make
the information presented not misleading.
9.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities.  Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Item 3.(d) Risk Factors, page 5
10.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your securities.  Also, given recent
statements by the Chinese government indicating an intent to exert more oversight and
control over offerings that are conducted overseas and/or foreign investment in China-
based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
11.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
If the PRC government determines that the agreements that establish the structure for operating
our business... , page 20
12.You state here that the VIE Contractual Arrangements provide us with the ability to
"effectively control" your VIEs.  You also state elsewhere in your annual report that, as a

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 February 22, 2022 Page 5
 FirstName LastNameBangxin Zhang
TAL Education Group
February 22, 2022
Page 5
result of the VIE Contractual Arrangements, you are the "primary beneficiary" of the
VIEs.  However, neither the investors in the holding company nor the holding company
itself have an equity ownership in, direct foreign investment in, or control of, through such
ownership or investment, the VIE. Accordingly, please refrain from implying that the
contractual agreements are equivalent to equity ownership in the business of the VIE. Any
references to control or benefits that accrue to you because of the VIE should be limited to
a clear description of the conditions you have satisfied for consolidation of the VIE under
U.S. GAAP. Additionally, your disclosure should clarify that you are the primary
beneficiary of the VIE for accounting purposes. Please also disclose, if true, that the VIE
agreements have not been tested in a court of law.
13.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of the VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, the
your securities may decline in value or become worthless if the determinations, changes,
or interpretations result in your inability to assert contractual control over the assets of
your PRC subsidiaries or the VIEs that conduct all or substantially all of your operations.
Our ADSs may be delisted under the Holding Foreign Companies Accountable Act... , page 39
14.We note your disclosure about the Holding Foreign Companies Accountable Act.  Please
expand your risk factors to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
CONSOLIDATED FINANCIAL STATEMENTS
2. SIGNIFICANT ACCOUNTING POLICIES, page F-27
15.We note your disaggregated revenues includes “other” revenue primarily derived from
one-on-one online tutoring services for children, artificial intelligence(“AI”) interactive
courses provided on the Group’s online platforms, and books related to preschool and K-
12 and a separate line for online education services through www.xueersi.com.  Please
distinguish for us the online revenue reported as “others” and the online education
services through www.xueersi.com and explain why you have not aggregated online
revenues.
Form 6-K filed November 15, 2021
General

 FirstName LastNameBangxin Zhang
 Comapany NameTAL Education Group
 February 22, 2022 Page 6
 FirstName LastName
Bangxin Zhang
TAL Education Group
February 22, 2022
Page 6
16.We note the issuance of the Opinions on Further Alleviating the Burden of Homework
and After-School Tutoring for Students in Com

December 3, 2013

Via E -mail
Mr. Joseph Kauffman
Chief Financial Officer
TAL Education Group
12/F, Danling SOHO
No. 6 Danling Street, Haidian District
Beijing 100080
People’s Republic of China

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

Dear Mr. Kauffman :

We completed our review of your filing  on October 2, 2013 .  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing s 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.  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 rules
require.

Sincerely,

/s/ Carlos Pacho for

Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

TAL   Education Group

12/F, Danling SOHO

No. 6 Danling Street, Haidian District

Beijing 100080

People’s Republic of China

August 1, 2013

VIA EDGAR

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

With a copy to:

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

Re:

TAL   Education Group (the “Company”)

Form 20-F   for the Fiscal Year Ended February 28, 2013 (the “2013 Form 20-F”)

Filed   on June 28, 2013 (File No. 001-34900)

Dear Sirs and Madams:

The Company hereby refers to the Deed of Undertaking (the “Deed”) dated June 24, 2013 executed by and between Mr. Bangxin Zhang and the Company, which was attached 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 June 24, 2013 (the “Consultation Letter”) and filed as Exhibit 4.15 to its 2013 Form 20-F.

After the filing of its 2013 Form 20-F, the Company evaluated additional potential voting scenarios for appointing, removing and replacing directors.  Through this process, the Company discovered that there could be a scenario whereby the Deed could be interpreted in a manner that is inconsistent with the Company’s and Mr. Bangxin Zhang’s intentions in regards to Mr. Bangxin Zhang’s voting interest in the event of the appointment, removal or replacement of a director.  For the avoidance of doubt, the Company and Mr. Bangxin Zhang executed an irrevocable side letter (as attached hereto as Annex I) on July 29, 2013 (the “Side Letter”) to interpret the Deed (the “Deed as Interpreted”).  The Company believes the Deed in conjunction with the Side Letter removes

1

the ambiguity in its interpretation, further supports the original intentions of the parties and is consistent with the discussions held with the Staff on June 20, 2013 and June 28, 2013.  No matters came to a vote since the execution of the Deed and prior to the execution of the Side Letter.  As the Side Letter interprets the Deed to clarify its intentions and all parties’ original intentions in a manner that is consistent with the description of the Deed’s provisions included in the Company’s Consultation Letter submitted on June 24, 2013, the Company believes that the conclusions reached by the Company in the Consultation Letter remain applicable to the Deed as Interpreted.

* * *

2

If you have any additional questions or comments regarding this submission, please contact 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

3

ANNEX I

SIDE LETTER FOR THE DEED OF UNDERTAKING

4

THIS SIDE LETTER (the “Letter”) is dated July 29, 2013 between:
  本澄清函（”本函”）于2013年7月29日由下列两方签署：

BANGXIN ZHANG, with PRC ID card number
  张邦鑫，中国身份证号：

And和

TAL EDUCATION GROUP, at 18/F, Hesheng Building 32 Zhongguancun Avenue, Haidian District, Beijing 100080, People’s Republic of China (the “Company”).
  TAL EDUCATION GROUP，地址中国北京市海淀区中关村大街32号和盛嘉业大厦18层，100080（”公司”）。

1.                                      The parties refer to the Deed of Undertaking dated June 24, 2013 (the “Deed”) made by Bangxin Zhang in favour of the Company.

双方在此提及张邦鑫于2013年6月24日向公司出具的承诺契据（”契据”）。

2.                                      The parties wish to enter into this Letter in order to clarify and agree upon the interpretation of the Deed.

双方希望签署本函以澄清和确定对契据的解释。

3.                                      The parties hereby irrevocably acknowledge and agree that in the undertaking given by Bangxin Zhang in section 1.a.ii. of the Deed, the maximum number of votes which Bangxin Zhang shall be permitted to exercise shall be equal to (i) the total aggregate number of votes of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Bangxin Zhang (including shares held through Bangxin Zhang’s personal holding company Bright Unison Limited, or any other company, trust, nominee or agent, if any), less (ii) one vote.
  双方在此不可撤销地承认并同意，在张邦鑫于契据第1条第a项第ii款作出的承诺中，张邦鑫能够行使的最大投票权应相当于（i）公司当时全体股东持有的全部已发行股份减去张邦鑫直接在法律上或间接最终拥有的公司股份（包括通过张邦鑫的个人控股公司Bright Unison Limited或任何其他公司、信托、代名人或代理人，如果有的话，持有该等股份）后所剩余的股份所代表的总投票权，再减去（ii）一票。

4.                                      Section 1.a.ii. of the Deed should therefore be interpreted to read as follows:
  因此，应对契据第1条第a项第ii款解释如下：

“i                                                should any meeting of the Company’s shareholders be called by the board of directors or requisitioned or called by other shareholders of the Company for the purpose of removing or replacing any of the directors or appointing any new director, or if any resolution is proposed at any meeting of the Company’s shareholders to remove or replace any of the directors or appoint any new director, Bangxin Zhang shall not and will not, in his capacity as a shareholder of the Company, exercise his

voting rights attaching to his shares in excess of (i) the total aggregate voting power of the then total issued and outstanding shares of the Company held by all members of the Company, other than shares which are owned, whether legally or beneficially, and directly or indirectly by Bangxin Zhang (including shares held through Bangxin Zhang’s personal holding company Bright Unison Limited, or any other company, trust, nominee or agent, if any), less (ii) one vote.”
  如果董事会或公司的其他股东召集或要求召开公司的股东会议拟免去或更换任何公司董事或委任任何新的公司董事，或者如果在任何公司的股东会议上出现任何提议拟免去或更换任何公司董事或委任任何新的公司董事，张邦鑫，作为公司的股东，能够行使的投票权不得且不会超过（i）公司当时全体股东持有的全部已发行股份减去张邦鑫直接在法律上或间接最终拥有的公司股份（包括通过张邦鑫的个人控股公司Bright Unison Limited或任何其他公司、信托、代名人或代理人，如果有的话，持有该等股份）后所剩余的股份所代表的总投票权，再减去（ii）一票。”

5.                                      The parties acknowledge and agree that, subject to interpretation in accordance with this Letter, the Deed shall continue in full force and effect in accordance with its terms.
  双方承认并同意，契据应依照本函解释并继续根据其条款规定保持有效。

6.                                      This Letter shall be governed by and construed in accordance with the laws of Cayman Islands.
  本函应受开曼群岛法律管辖并应依其解释。

7.                                      This Letter is written in English and Chinese. Should there be any discrepancies between the English version and the Chinese version, the English version shall prevail.

本函以英文和中文书就。如果中英文版本之间存在不一致之处，应以英文版本为准。

IN WITNESS WHEREOF this Letter has been duly executed as a deed by Bangxin Zhang and the Company and is intended to be and is hereby delivered on the day and year first above written.
  兹证明，本函已由张邦鑫和公司正式签署，并特此在首页载明之日期交付。

2

SIGNED, SEALED AND   DELIVERED

)

as a deed by

)

BANGXIN ZHANG

)

由张邦鑫

)

L.S.

以契据形式签字、盖章并交付

)

)

)

/s/ Bangxin Zhang

in the presence of:

由以下签字人见证：

/s/ Conrad Yang

Name姓名: Conrad Yang杨强

Title职务: Secretary of the Board Director of

Strategy Investment董事会秘书兼战略投资总监

3

EXECUTED AND DELIVERED

)

as a deed by

)

TAL EDUCATION GROUP

)

由TAL EDUCATION GROUP

)

L.S.

以契据形式签署并交付

)

)

)

/s/ Joseph D.   Kauffman

Authorized   Representative授权代表

Name姓名: Joseph D. Kauffman

Title职务: Chief Financial Officer

in the presence of:

由以下签字人见证：

/s/ Conrad Yang

Name姓名: Conrad Yang杨强

Title职务: Secretary of the Board Director of

Strategy Investment董事会秘书兼战略投资总监

4

CORRESP
1
filename1.htm

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.

3

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

4

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.

5

·                  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

CORRESP
1
filename1.htm

TAL Education Group

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

June 17, 2013

VIA EDGAR

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 Mr. Spirgel, Mr. Pacho and Ms. Adams:

This letter sets forth the Company’s responses to the comments made by the staff of the Securities and Exchange Commission (the “Staff”) over the phone call on June 13, 2013 regarding the 2012 Form 20-F.  The Staff’s comments are repeated below and are followed by the Company’s responses thereto.  All capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the 2012 Form 20-F.

1.                                      We note your responses to comments five, six and 30 from our letter dated February 28, 2013.  Please include your responses in your next Form 20-F to be filed with the SEC.

In response to the Staff’s comment, the Company respectfully advises the Staff that it will include in its annual report on Form 20-F for fiscal year ended February 28, 2013 (the “2013 Form 20-F”) the revisions proposed in its responses to the Staff’s comments with the relevant factual disclosures to be adapted as necessary.

a.                                      With regard to comment five in the Staff’s letter dated February 28, 2013, the Company proposes to add disclosures after the first paragraph of “Item. 5.B.—Liquidity and Capital Resources—Cash Flows and Working Capital” currently on page 80 of the 2012 Form 20-F in the following form:

“The following table sets forth a summary of our cash and cash equivalents and bank deposits inside and outside of the PRC as of February 28, 2013.”

1

Cash and
   cash
   equivalents
   in RMB

Cash and
   cash
   equivalents
   in USD

Total Cash
   and cash
   equivalents

Term
   deposits in
   RMB

Term
   deposits in
   USD

Total
   Term
   deposits

(in thousands))

Entities outside of the PRC

$

$

$

$

$

$

PRC VIE

Outside of   VIE

Entities inside of the PRC

Total

$

$

$

$

$

$

In its 2013 Form 20-F, the Company further proposes to revise the paragraph currently beginning on page 83 of the 2012 Form 20-F as follows (the revised portions are in italics and underlined):

“Pursuant to contractual arrangements that TAL Beijing has with each of Xueersi Education, Xueersi Network and Beijing Dongfangrenli, the earnings and cash of each of Xueersi Education, Xueersi Network and Beijing Dongfangrenli (including dividends received from their respective subsidiaries and schools) are used to pay service fees in RMB to TAL Beijing or its designated affiliates, in the manner and amount set forth in these agreements. After paying the applicable withholding taxes, making appropriations for its statutory reserve requirement and retaining any profits from accumulated profits, the remaining net profits of TAL Beijing and its designated affiliates would be available for distribution to Xueersi Hong Kong, and from Xueersi Hong Kong to our company, as we are the sole shareholder of Xueersi Hong Kong. Please see “Item 3.D.—Key Information—Risk Factors—Risks Related to Doing Business in China—Dividends we receive from our operating subsidiaries located in the PRC may be subject to PRC withholding tax.” and “Item 5.A.—Operating Results—Taxation—PRC” for detailed discussions on withholding taxes; and see “Item 4.B.—Business Overview—PRC Regulation—Regulations on Dividend Distribution” for a detailed discussion on statutory reserve requirement. As of February 28, 2013, the net assets of our PRC subsidiaries and Consolidated Affiliated Entities which were restricted due to statutory reserve requirements and other applicable laws and regulations, and thus not available for distribution, was in aggregate $            million, and the net assets of our PRC subsidiaries and Consolidated Affiliated Entities which were unrestricted and thus available for distribution was in aggregate $             million.”

b.                                      With regard to comment six in the Staff’s letter dated February 28, 2013, the Company proposes to add the following paragraph at the end of “Item. 14.—Material Modifications to the Rights of Security Holders and Use of Proceeds—Use of Proceeds” currently on page 111 of the 2012 Form 20-F:

“We intend to use the cash we hold offshore for potential dividend  distributions, share repurchases, equity interest acquisitions in other companies, and for other general corporate purposes. We view cash as a fungible resource and are mindful of the financial costs and inefficiencies and the delays which could result from moving cash from offshore to onshore and vice versa, so we view our cash resources available collectively, including cash balances held inside and outside China, and endeavor to source the cash that we need for our various operating, investing and financing activities in a cost-efficient manner. In terms of the risks and uncertainties relating to the disclosed intended use of our IPO proceeds, please see “Item 3.D.—Key Information—Risk Factors—Risks Related to Doing Business in China—PRC laws and regulations may limit the use of the proceeds we received from our initial public offering for our expansion or operations.”

2

c.                                       With regard to comment 30 in the Staff’s letter dated February 28, 2013, the Company proposes to revise the disclosure under the second paragraph of Note 1 of the consolidated financial statements currently on page F-11 of the 2012 Form 20-F as follows (the revised portions are in italics and underlined):

“To comply with the PRC laws and regulations, except for its personalized premium tutoring service in Beijing, which is currently offered substantially through Huanqiu Zhikang, one of the Company’s wholly owned PRC subsidiaries, the Group provides and plans to provide most of its services in the PRC through its VIEs, Xueersi Education, Xueersi Network, Beijing Dongfangrenli and their subsidiaries and schools. The VIEs and their subsidiaries and schools hold various licenses upon which the Company’s business depends. A substantial majority of the Company’s employees who provide the Company’s services are hired by the VIEs and their subsidiaries and schools, and the VIEs and their subsidiaries and schools lease a substantial majority of the properties upon which the Company’s services are delivered. The nominee shareholders of the VIEs have in the past received two loans from TAL Beijing for capital contribution. The net revenue from the VIEs and their subsidiaries and schools accounted for            % of the Company’s total net revenue for the fiscal year ended February 28, 2013.”

2.                                      With respect to your response to comment 31 from our letter dated February 28, 2013, expand the VIE disclosure to disclose the total current and non-current assets and liabilities of the VIEs in greater details in terms of amounts and classifications, including payables from the VIEs to the WFOE relating to service fees, in order to enable investors to understand how the VIEs affect the company’s financial position as a whole.

In response to the Staff’s comment, the Company respectfully advises the Staff that, in its 2013 Form 20-F, it proposes to revise the disclosure under Note 1 of the consolidated financial statements currently on page F-15 of the 2012 Form 20-F to include the following (the added portions are in italics and underlined):

“The following financial statement balances and amounts of the Company’s VIEs were included in the accompanying consolidated financial statements after the elimination of intercompany balances and transactions between the  offshore companies, WFOE, VIEs and VIEs’ subsidiaries and schools in the Group. As of the fiscal year-end on each of February 28, 2011, February 29, 2012 and February 28, 2013, the balance of the amount payable by the VIEs and their subsidiaries and schools to the WFOE related to the service fees was US$2.8 million, US$4.7 million and US$           million, respectively and was eliminated upon consolidation:”

As of February 29,
   2012

As of February 28,
   2013

Cash   and cash equivalents

$

48,556,206

$

Term   deposits

10,328,116

Prepaid   expenses and other current assets

8,335,325

Total current assets

67,219,647

Property   and equipment, net

52,497,923

Other non-current assets

4,933,431

Total assets

124,651,001

Deferred   revenue

50,395,945

Accrued   expenses and other current liabilities

13,746,478

Total current   liabilities

64,142,423

Total non-current liabilities

45,881

Total liabilities

$

64,188,304

$

* * *

3

If you have any additional questions or comments regarding the 2012 Form 20-F, please contact 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

4

CORRESP
1
filename1.htm

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.

1

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.

*              *              *

2

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

3

Annex I

The VIE Analysis Memo

4

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

1

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.

2

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%

3

4

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.

5

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

CORRESP
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filename1.htm

TAL Education Group

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

June 7, 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:

This letter sets forth the Company’s responses to the questions raised by the staff of the Securities and Exchange Commission (the “Staff”) on the conference call (the “Conference Call”) on June 5, 2013 regarding the 2012 Form 20-F.  The Staff’s questions are repeated below and are followed by the Company’s responses thereto.  All capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the 2012 Form 20-F.

Question 1:

We note that your board of directors consists of four directors. Please tell us whether, in the case of a deadlock of the board of directors on VIE-related issues, Mr. Bangxin Zhang would have a second vote.

The Company respectfully advises the Staff that pursuant to Article 106 of the Fourth Amended and Restated Memorandum and Articles of Association (the “Articles”) of the Company, currently in effect, “[I]n the case of an equality of votes (of the Company’s

1

board of directors), the Chairman shall have a second or casting vote.”  No provision in the Articles limits this right to particular circumstances, thus Mr. Bangxin Zhang, as the Chairman of the Company, will have a second vote in all situations when the Board has an equality of votes, including on VIE-related matters.

However, as explained in detail in the Company’s response to the Staff’s comment No. 15 included in the Company’s letter filed on April 15, 2013, any director of the Company owes a fiduciary duty to the Company.  Mr. Bangxin Zhang as well as other independent directors, when acting in their capacity as the directors of the Company’s board of directors (the “Board”), have a duty according to Cayman Islands law to act in the best interest of the Company in making any decisions on the Company’s issues, including issues regarding the Company’s actions vis-à-vis the VIEs or the VIE shareholders.  Should Mr. Bangxin Zhang breach his fiduciary duties, the Company may bring legal actions against Mr. Bangxin Zhang under Cayman Islands law, and he may be held personally liable to the Company in damages (the measure of such damages being either the loss suffered by the Company or the improper profit made by the director).  Other remedies may also be available, such as an injunction against a director proposing to take an improper action, or the restoration of company property in the hand of the directors.  For example, in the Cayman Islands case of Pedro Developments Ltd. v. Zuiderent and Spotts Development Ltd., a director who had misappropriated and misapplied company funds was found to have breached his duty to act honestly and in good faith in the interests of the company and for a proper purpose, and was ordered to pay the misappropriated and misapplied amounts to the company.  Similarly, in Argentine Holdings (Cayman) Limited v Buenos Aires Hotel Corp. S.A., another Cayman Islands case, the court set aside as void certain transfers of company assets for no consideration, where the directors had failed to act bona fide in the best interest of the company and for a proper purpose.  Apart from these repercussions under the Cayman Islands law, as the Company is a U.S. public company, if the director’s breach of fiduciary duty also gives rise to violations under the U.S. securities law, the director may be banned from serving as a director or officer of a public company in the future and suffer reputational damages.

Also, as communicated in the Conference Call, Mr. Bangxin Zhang, being one of the four members who are currently serving on the Board of the Company, cannot alone make the decisions of the Board.  In all cases, he requires the support of at least one additional independent director.  As explained in the Company’s response to the Staff’s comment No. 16 included in the Company’s letter filed on April 15, 2013, the Company’s Board currently consists of Mr. Bangxin Zhang and three other independent directors.  Any questions arising at board meetings are decided by at least a majority of votes, with each director being entitled to one vote.  Although, Mr. Bangxin Zhang, as the Chairman of the Board, has a second vote in case of any equality of votes of the Board, it is impossible for him to pass resolutions of the Board by himself.

Question 2:

Please tell us if the Company initiates a lawsuit against Mr. Bangxin Zhang, whether the board of directors or the audit committee of the Company will be the body that makes decisions relating to the lawsuit.  Does the board of directors have the power to decide issues related to such lawsuit? Please also explain whether Mr. Bangxin Zhang will have the right to vote.

2

The Company respectfully responds that as advised by its Cayman Islands counsel and explained in further details below, should the Company initiate a lawsuit against Mr. Bangxin Zhang, it will be the best practice for the Company’s Board to authorize a committee comprised of non-interested directors, which may be the Company’s audit committee or a special committee formed for this purpose, to decide issues related to the lawsuit.

As explained in detail in the Company’s response to the Staff’s comment No. 15 included in the Company’s letter filed on April 15, 2013, any director of the Company owes a fiduciary duty to the Company under Cayman Islands law, which requires him or her to act in the best interest of the Company.  The Company’s Code of Business Conduct and Ethics (the “Ethics Code”) requires the Company’s directors and officers to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict.  If the Company takes any legal action against Mr. Bangxin Zhang, a conflict of interest will arise between Mr. Bangxin Zhang’s personal interests and his role as the Chairman and the Chief Executive Officer of the Company.  In that case, the best practice to eliminate such conflict of interest is to either delegate the Board’s power in deciding issues related to the legal action to the Company’s audit committee, which is comprised of three independent directors, or form a special committee consisting of disinterested directors to make decisions on issues related to the legal action.  Pursuant to Article 95 of the Company’s Articles, the directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit through resolutions of the Board.  Mr. Bangxin Zhang, being the Chairman of the Company, would have the right to vote when the Board determines whether to delegate its powers to committees, such as the power in relation to the legal action against him.  However, being one of the four members who are currently serving on the Board of the Company, he cannot alone block the decision of the Board to delegate such power to the audit committee or a special committee.  In all cases, he requires the support of at least one additional independent director in order to prevent the Board from delegating such power to committees.  After the Board delegates its power in relation to such legal action to the audit committee or a special committee, Mr. Bangxin Zhang will have no say in deciding issues related to the legal action; hence, he will be able to discharge his fiduciary duties and ensure compliance with the Ethics Code.

Furthermore, even if the Board does not delegate such matters to be decided by a committee comprised of entirely disinterested directors and the issues related to the legal action are brought for the Board’s consideration, it is impossible for Mr. Bangxin Zhang alone to make the decision of the Board on such issues.  In all cases, he would need the support of at least one additional independent director.  Pursuant to Article 109 of the Company’s Articles, a director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein after he declares the nature of his interest at a meeting of the directors.  Accordingly, the possibility that Mr. Bangxin Zhang may vote on issues related to a legal action against him cannot be ruled out.  However, given that the Company’s Board is comprised of Mr. Bangxin Zhang and three independent directors, it is impossible for Mr. Bangxin Zhang to make the decision of the Board by himself.

3

Question 3:

Please describe the fiduciary duties, if any, under PRC law that the directors of a VIE have towards the VIE and its shareholders.  Please also explain whether such fiduciary duties would be in conflict with the fiduciary duties they owe to the Company in their capacity as the directors or officers of the Company, if applicable.

The Company respectfully advises the Staff that each of the boards of directors of the Company’s VIEs is comprised of one or three members.  Messrs. Bangxin Zhang, Yachao Liu and Baorong Fan are currently serving both on the boards of Beijing Xueersi Education Technology Co., Ltd. and Beijing Xueersi Network Technology Co., Ltd., and Mr. Yachao Liu is currently serving as the sole director of Beijing Dongfangrenli Science & Commerce Co., Ltd.  All the directors of the Company’s VIEs owe fiduciary duties to the respective VIEs under PRC law.  Pursuant to Article 148 of the PRC Company Law, directors of a company owe a duty of diligence and a duty of loyalty towards the company.  As further elaborated in Article 149 of the PRC Company Law, directors should refrain from, among other things, competing with the company, usurping company opportunities and using their position for advancing their own personal interests without obtaining prior consent from the shareholders of such company.

Among the VIEs’ directors, Mr. Bangxin Zhang and Mr. Yachao Liu also owe fiduciary duties to the Company in their capacity as the director or the officers of the Company.  As advised by the Company’s PRC counsel, the fiduciary duties owed to the VIEs by Mr. Bangxin Zhang and Mr. Yachao Liu are not in conflict with their fiduciary duties owed to the Company.  TAL Education Technology (Beijing) Co., Ltd. (“TAL Beijing”), the Company’s wholly owned subsidiary, has entered into a series of contractual agreements with the VIEs and their respective nominee shareholders, subsidiaries and schools.  As explained in detail in the VIE Analysis Memo attached to the Company’s response letter filed on May 6, 2013, 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”).  Entering into these contractual arrangements was an informed decision made by each and all of the shareholders of the VIEs.  To cause the VIEs to comply with and fulfill their obligations under such VIE agreements is the way for the VIEs’ directors to honor the decisions made by all of the VIEs’ shareholders and therefore meet their fiduciary responsibilities as directors of the VIE.  As explained in the VIE Analysis Memo attached to the Company’s response letter filed on May 6, 2013, the VIE agreements enable the Company (through TAL Beijing) to direct the activities of the VIEs and their subsidiaries and schools (collectively “Affiliated Entities”) that most significantly impact the Affiliated Entities’ economic performance and to receive substantially all the benefits from the Affiliated Entities; hence, the implementation of the VIE agreements is also for the interests of the Company, and thus in line with the fiduciary duties of the Company’s directors and officers.  Therefore, there is symmetry in the fiduciary responsibility between the VIEs’ directors and the Company’s directors and officers.

* * *

4

If you have any additional questions or comments regarding the 2012 Form 20-F, please contact 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

5

CORRESP
1
filename1.htm

TAL Education Group

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

April 15, 2013

VIA EDGAR

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 Mr. Spirgel, Mr. Pacho and Ms. Adams:

This letter sets forth the Company’s responses to the comments contained in the letter dated February 28, 2013 from the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) regarding the Company’s 2012 Form 20-F. The Staff’s comments are repeated below and are followed by the Company’s responses thereto. All capitalized terms used but not defined in this letter shall have the meanings ascribed to such terms in the 2012 Form 20-F.

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.

The Company acknowledges to the Staff that the assets of Beijing Xueersi Network Technology Co., Ltd. (“Xueersi Network”), Beijing Xueersi Education Technology Co., Ltd. (“Xueersi Education”), and Beijing Dongfangrenli Science & Commerce Co., Ltd.(“Beijing Dongfangrenli” and, together with Xueersi Network and Xueersi Education, the “VIEs”) are not secured on the behalf of TAL Education Technology (Beijing) Co., Ltd. (“TAL Beijing”), the Company’s wholly owned PRC subsidiary. Rather, each of the shareholders of the VIEs has unconditionally and irrevocably pledged all of his respective equity interests in the VIEs to TAL Beijing under the applicable equity pledge agreement to guarantee the performance of the obligations of the VIEs under the exclusive business cooperation agreements that the VIEs have entered into with TAL Beijing. The Company can exercise its rights under the equity pledge agreements through TAL Beijing, including selling all equity interests in the VIEs.

In response to the Staff’s comment, the Company respectfully advises the Staff that in its next Form 20-F, it will expand the relevant risk factor currently on page 17 of the 2012 Form 20-F as follows (the added portions are in italics and underlined):

“We rely on contractual arrangements with our Consolidated Affiliated Entities for our China operations, which may not be as effective in providing operational control as direct ownership.

We have relied and expect to continue to rely on contractual arrangements with our Consolidated Affiliated Entities to operate our education business. For a description of these contractual arrangements, see “Item 4.C—Information on the Company—Organizational Structure—Contractual Arrangements with Our Consolidated Affiliated Entities.”  These contractual arrangements may not be as effective in providing us with control over our Consolidated Affiliated Entities as direct ownership. If we had direct ownership of the Consolidated Affiliated Entities, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of these entities, which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level. However, under the current contractual arrangements, we rely on the performance by our Consolidated Affiliated Entities and their respective shareholders of their obligations under the contracts to exercise control over and receive economic benefits from our Consolidated Affiliated Entities.

We have entered into equity pledge agreements with Xueersi Education, Xueersi Network and Beijing Dongfangrenli and their respective shareholders to guarantee the performance of the obligations of our Consolidated Affiliated Entities under the exclusive business service agreements they have entered into with us.  In the registration forms submitted to the local branch of the State Administration for Industry and Commerce for the pledges over the equity interests under the equity pledge agreements, the amount of registered equity interests pledged to TAL Beijing, our wholly owned subsidiary, was RMB10,000,000, RMB3,000,000 and RMB1,000,000 for Xueersi Education, Xueersi Network and Beijing Dongfangrenli, respectively, which represents 100% of their respective registered capital. The equity pledge agreements with the shareholders of the Variable Interest Entities provide that the pledged equity interest shall constitute continuing security for any and all of the indebtedness, obligations and liabilities under all of the principal service agreements and the scope of pledge shall not be limited by the amount of the registered capital of the Variable Interest Entities. However, it is possible that a PRC court may take the position that the amount listed on the equity pledge registration forms represents the full amount of the collateral that has been registered and perfected. If this is the case, the obligations that are supposed to be secured in the equity pledge agreements in excess of the amount listed on the equity pledge registration forms could be determined by the PRC court as unsecured debt, which takes last priority among creditors.

2

In addition, we have not entered into agreements with our Variable Interest Entities that pledge the assets of our Consolidated Affiliated Entities for the benefit of us or our wholly owned subsidiaries.  Consequently, the assets of our Consolidated Affiliated Entities are not secured on behalf of our wholly owned subsidiary, and the amounts owed by our Consolidated Affiliated Entities are not collateralized.  As a result, if our Consolidated Affiliated Entities fail to pay any amount due to us under, or otherwise breach, the exclusive business service agreements, we will not be able to directly seize the assets of our Consolidated Affiliated Entities.  If the nominee shareholders of the Variable Interest Entities do not act in the best interests of the Company when conflicts of interest arise, or if they act in bad faith towards us, they may attempt to cause the Company’s Consolidated Affiliated Entities to transfer or encumber the assets of the Consolidated Affiliated Entities without our authorization.  In such a scenario, we may choose to exercise our option under the call option agreements to force the shareholders of the Variable Interest Entities to transfer their respective equity interests in the Variable Interest Entities to a PRC person designated by us, and we may need to resort to litigation in the PRC courts to force such an equity interests transfer and prevent the transfer or encumbrance of the VIE’s assets without our authorization. However, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.

Therefore, our contractual arrangements with our Consolidated Affiliated Entities may not be as effective in ensuring our control over our China operations as direct ownership would be.”

Organizational Structure, page 58

2.                                      We note in notes (1) and (2) that the VIE shareholders are beneficial owners of TAL Group. Please quantify their ownership percentages in each VIE and TAL Group.

The Company respectfully advises the Staff that, in its future Form 20-Fs, it will revise its corporate structure chart which appears in Item 4.C of the Form 20-F to reflect the above information, in the manner as set forth in Exhibit I attached hereto.

3

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.

The Company respectfully advises the Staff that the legal representative of each entity of the Company inside China is set forth below:

No.

Name of Entity

Legal Representative

1.

TAL Beijing

Bangxin Zhang

2.

Huanqiu Zhikang

Bangxin Zhang

3.

Yidu Huida

Baorong Fan

4.

Xueersi Education

Baorong Fan

5.

Xueersi Network

Baorong Fan

6.

Beijing Dongfangrenli

Yachao Liu

7.

Beijing Haidian School

Baorong Fan

8.

Beijing Dongcheng School

Wenhui Zhuang

9.

Beijing Xicheng School

Baorong Fan

10.

Beijing Lejiale School

Yachao Liu

11.

Beijing Chaoyang School

Baorong Fan

12.

Beijing Shijingshan School

Baorong Fan

13.

Hexi Xueersi School

Baorong Fan

14.

Shanghai Changning School

Guoding Li

15.

Shanghai Minhang School

Guoding Li

16.

Wuhan Jianghan School

Yachao Liu

17.

Wuhan Jiang’an School

Baorong Fan

18.

Taiyuan Yingze School

Baorong Fan

19.

Chongqing Shapingba School

Baorong Fan

20.

Tianjin Education

Yachao Liu

21.

Shanghai Lehai

Baorong Fan

22.

Shanghai Education

Baorong Fan

23.

Shanghai Network

Baorong Fan

24.

Guangzhou Education

Zhiyong Liu

25.

Shenzhen Education

Jiangwei Ma

26.

Zhikang

Yachao Liu

27.

Hangzhou Education

Baorong Fan

28.

Nanjing Education

Baorong Fan

29.

Xi’an Network

Baorong Fan

30.

Chengdu Education

Baorong Fan

31.

Suzhou Network

Baorong Fan

4

Wenhui Zhuang joined the Company in 2007 and is the Company’s Beijing deputy school principal, Zhiyong Liu joined the Company in 2005 and is the Company’s Guangzhou school principal, Jiangwei Ma joined the Company in 2006 and is the general manager of the Company’s Zhikang one-on-one business line and previously served as the Company’s Shenzhen school principal.  Guoding Li joined the Company in 2010 and is one of the school principals of the Company’s Shanghai school. For the new cities the Company entered between 2008-2010, the Company’s senior management believed it was most practical to have the school principal who was running the operations also be the legal representative.  In Shanghai, the school principal who was running the operations did not have a Shanghai residence permit, which was a requirement of the Shanghai education ministry in order to be the legal representative; accordingly, the Company hired Guoding Li in order to fulfill this regulation.  As the Company expanded its operations more rapidly in 2010 and 2011, it hired Baorong Fan as a full-time legal representative to fulfill the role of legal representative in the new cities the Company entered in those years as well as new districts entered in existing cities.

The Company respectfully advises the Staff that the legal representative of a PRC company, being the chairman of the board or the general manager of the PRC company (as set forth in the company’s articles of association), is the authorized signatory for the PRC company.  As a result, the legal representative of a PRC company has the apparent authority to sign contracts on behalf of such PRC company. However, under PRC law, the legal representative can only make decisions relating to a company with authorization of the company’s board.  If a legal representative fails to obtain the appropriate approval before signing an agreement on behalf of the company, the legal representative is legally liable for any damages suffered by such company pursuant to Article 66 of the PRC General Principles of Civil Law.  If the legal representative of the PRC company is a director, then such legal representative may be removed by such company’s shareholders, and if the legal representative of the PRC company is a general manager, such legal representative may be removed by the company’s board. Pursuant to the irrevocable powers of attorney executed by the shareholders of the VIEs, the legal representatives of the VIEs may be removed at the sole discretion of TAL Beijing.

Through the irrevocable powers of attorney granted by the shareholders of the VIEs, all the VIE shareholders’ rights have been assigned to TAL Beijing, which include the rights to dividends, participate in and vote at shareholders’ meetings, and nominate, appoint and remove directors. Pursuant to the powers of attorney, TAL Beijing is able to nominate, appoint and remove the directors of the VIEs. The directors so appointed are legal representatives or are able to appoint the legal representative of the VIEs, who have the apparent authority to sign contracts on behalf of the VIEs.  Therefore, through the power of attorney, the legal representative of a VIE may be removed at the sole discretion of TAL Beijing.

5

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 Dongfangrenli.” 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.

The Company respectfully advises the Staff that it concluded it was appropriate to consolidate Beijing Dongfangrenli as of February 29, 2012; however, through that date the entity did not have any material operations to be included for the periods presented.

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.

The Company respectfully advises the Staff that its cash and cash equivalents and its bank term deposits inside and outside of the PRC as of February 29, 2012 are as follows:

Cash and cash

Cash and cash

Total Cash and

equivalents In

equivalents In

cash

Term deposits In

Term deposits in

Total Term

RMB

USD

equivalents

RMB

USD

deposits

(In thousands)

Entities outside of the PRC

$

100,055

$

698

$

100,753

$

0

$

0

$

0

PRC VIE

48,556

—

48,556

10,328

10,328

Outside of   VIE

38,584

687

39,271

—

—

—

Entities inside of the PRC

87,140

687

87,827

10,328

—

10,328

Total

$

187,195

$

1,385

$

188,580

$

10,328

$

0

$

10,328

The Company respectfully advises the Staff that, when TAL Beijing receives cash from the VIEs for the service provided and self-developed software products sold, the primary cost would be business taxes (including surcharges) of 5.6% and a value-added tax of 17%.  The value-added tax burden is lessened due to the Company having a value-added tax refund under applicable PRC law.

6

In addition, TAL Beijing is subject to a 10% (in special cases 5% if Xueersi Hong Kong, our Hong Kong intermediate holding company, qualifies as the beneficial owner based on the PRC’s treaty with Hong Kong) withholding tax in the PRC if they were to pay dividends to Xueersi Hong Kong. There is no withholding tax for transfers of cash from Xueersi Hong Kong to our Cayman Islands holding company.

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.

The Company respectfully advises the Staff that, as of February 29, 2012, US$95.3 million of the Company’s cash and cash equ

CORRESP
1
filename1.htm

TAL EDUCATION GROUP

18/F, Hesheng Building

32 Zhongguancun Avenue, Haidian District

Beijing 100080

People’s Republic of China

March 14, 2013

VIA EDGAR

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 Mr. Spirgel, Mr. Pacho and Ms. Adams:

The Company has received the letter dated February 28, 2013 from the staff of the Securities and Exchange Commission (the “Staff”) regarding the Company’s 2012 Form 20-F.  The Company would like to request an extension to the deadline for responding to the letter, as it needs more time to prepare the response.  The Company will provide its response to the letter via EDGAR as soon as possible, and in any event no later than April 12, 2013.

If you have any additional questions or comments regarding the Company’s 2012 Form 20-F, please contact the Company’s U.S. counsel, Z. Julie Gao of Skadden, Arps, Slate, Meagher & Flom, at (852) 3740 4850.

Thank you very much.

Very truly yours,

/s/ Joseph Kauffman

Joseph Kauffman

Chief Financial Officer

cc:

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

Yan Wang, Deloitte Touche Tohmatsu Certified Public Accountants LLP

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