[____________________ FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 For Depositary Shares Evidenced by American Depositary Receipts ___________________ TAL Education Group (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands (Jurisdiction of incorporation or organization of issuer) JPMORGAN CHASE BANK, N.A. (Exact name of depositary as specified in its charter) 1] [] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 May 19, 2014 JPMorgan Chase Bank, N.A., as Depositary 1 Chase Manhattan Plaza, Floor 58 New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited class A common shares of TAL Education] [Certification under Rule 466 The depositary, JPMorgan Chase Bank, N.A. represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (TAL Education Group, 333-169777) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to designate the date and time]