[AMENDMENT No. 2 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o] [XUEDA EDUCATION GROUP 13,430,000 American Depositary Shares Representing 26,860,000 Ordinary Shares (par value US$0.0001 per share) Form of Underwriting Agreement , 2010 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong Schedule I Schedule II As Representative of the several Underwriters named in Ladies and Gentlemen: Company Schedule I U.S. Underwriters Schedule II International] [25 October 2010 Our Ref: DW/CW/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares relating to the offering by the Company of American Depositary Shares representing the Company’s Ordinary Shares of a] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years] [22 October 2010 Mr. Jeffery Gao Chief Financial Officer Xueda Education Group No. 4, Xibahe Beili, Chaoyang District, Beijing, 100028, P.R.C. Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF XUEDA EDUCATION GROUP Dear Mr. Gao: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.4 5 a2200591zex-23_4.htm EX-23.4]

[AMENDMENT No. 1 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o CALCULATION OF REGISTRATION FEE Title of Each] [NAME AND ADDRESS DISTINCATIVE NUMBERS OF SHAREHOLDER CERTIFICATE NUMBER FROM TO PAR VALUE PER SHARE] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Xueda Education Group, an exempted company incorporated in the Cayman Islands (the “ (2) Purchaser Party Parties WP X Investments IV Ltd., an exempted company incorporated in the Cayman Islands (the “ W I T N E S S E T H WHEREAS Registration Statement SEC Offering ADS Ordinary Shares] [INVESTOR AND REGISTRATION RIGHTS AGREEMENT Agreement THIS INVESTOR REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Xueda Education Group, a company incorporated in the Cayman Islands (the “ (2) Investor WP X Investments IV Ltd. (the “ Parties Party The parties listed above are referred to herein collectively as “ RECITALS A. Subscription Agreement The Company and the Investor have entered] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 1 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years] [October 19, 2010 Xueda Education Group A-4 Xibahe Beili Chaoyang District Beijing 1000028 People’s Republic of China Ladies and Gentlemen: Sincerely, 2 EX-23.8 6 a2200533zex-23_8.htm EX-23.8]