TAL INTERNATIONAL GROUP, INC. 100 Manhattanville Road Purchase, New York 10577-2135 October 5, 2005 Tamara Brightwell U.S. Securities and Exchange Commission 100 F Street, N.E., Mail Stop 7010 Washington, D.C. 20549 Re: TAL International Group, Inc. Registration Statement on Form S-1, Filed June 30, 2005 (File No. 333-126317) Registration Statement on Form 8-A, Filed October 5, 2005 Dear Ms. Brightwell: Pursuant to Rule 461 of the Securities Act of 1933, as amended, TAL International Group, Inc. hereby requests that the effectiveness of the above referenced Registration Statements be accelerated so that said Registration Statements will become effective at 3:00 p.m. EDT on October 7, 2005, or as soon thereafter as practicable. In connection with this acceleration request, the Company acknowledges that: o should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; o the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and o the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Sincerely, /S/ Marc Pearlin ----------------------------- Marc Pearlin General Counsel TAL International Group, Inc. cc: Philip O. Brandes
