[Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred toove were not acquired and are not held for the purpose of or with the effect of changing or influencing thentrol of the issuer of the securities and were not acquired and are not held]

[(Name of Issuer) American Depository Shares Each representing two (2) Class A Shares ofmmon Stock Par Value $0.001 Per Share (Title of Class of Securities) 874080104 (CUSIP Number) December 31, 2011 (Date of Event which Requires Filing of this Statement) o Rule 13d-1(b) x Rule 13d-1(c) o Rule 13d-1(d) *]

[SCHEDULE 13G/A (Amendment No.1)* TAL Education (Name of Issuer) American Depository Shares (Title of Class of Securities) 874080104 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of This Statement) [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of thisver page shall be filled out for a reporting]

[filing.txt 1 13G/A]

[Item 10. Certifications By signing below I certify that, to the best of my knowledge and belief, the securities referred toove were not acquired and are not held for the purpose of or with the effect of changing or influencing thentrol of the issuer of the securities and were not acquired and are not held]