October 5, 2005 Securities and Exchange Commission Division of Corporation Finance Judiciary Plaza 450 Fifth Street, N.W. Washington D.C. 20549 Re: TAL International Group, Inc. (the "Company") Registration Statement on Form S-1 (File No. 333-126317) Ladies and Gentlemen: The following information with respect to the distribution of the prospectus dated September 20, 2005 is furnished pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act of 1933, as amended, in connection with the request for acceleration of the effective date of the aforementioned Registration Statement. The number of prospectuses dated September 20, 2005 as distributed between September 20, 2005 and October 5, 2005 is as follows: Preliminary Prospectus dated September 20, 2005: ------------------------------------------------ 15,000 copies to Prospective Underwriters, institutional investors, dealers and others. Sincerely, CREDIT SUISSE FIRST BOSTON LLC DEUTSCHE BANK SECURITIES INC. JEFFERIES & COMPANY, INC. As Representatives By: Credit Suisse First Boston LLC /s/ Arunas Gudaitis - --------------------------- Title: Director & Counsel
