February 12, 2025

Alex Peng
Chief Financial Officer
TAL Education Group
5/F, Tower B, Heying Center
Xiaoying West Street, Haidian District
Beijing 100085
People   s Republic of China

       Re: TAL Education Group
           Form 20-F for the Fiscal Year Ended February 29, 2024
           File No. 001-34900
Dear Alex Peng:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Form 20-F for the Fiscal Year Ended February 29, 2024
Item 5. Operating and Financial Review and Prospects
Results of Operations
Fiscal Year Ended February 29, 2024 Compared to Fiscal Year Ended February 28,
2023,
page 108

1.     Your discussion of revenues does not adequately explain the significant
reasons why
       your revenues increased 46%. For each revenue source, please provide the
primary
       drivers of revenue growth including a robust qualitative and
quantitative discussion.
       Consider adding statistical data that you believe will enhance a
reader's understanding.
       In addition, consider describing the extent to which changes are
attributable to
       changes in prices or to changes in volume or the amount of products or
services sold
       or the introduction of new products or services. Finally, describe any
known trends or
       uncertainties that are reasonably likely to have a material impact.
Refer to Item 5 of
       Form 20-F.
 February 12, 2025
Page 2

2.     Your discussion comparing the cost of revenues identifies several
factors; however,
       you provide no quantification where a material change is attributed to
two or more
       factors. Where a material change in a line item is attributed to two or
more factors,
       including any offsetting factors, the contribution of each identified
factor should be
       described in quantified terms, if reasonably practicable. In addition,
disclose the
       underlying reasons for the changes. Please revise your disclosures
accordingly.
3.     Please revise to discuss changes in gross profit margins. Refer to Item
5 of Form 20-F.
4.     Your discussions of general and administrative expenses and interest
income do not
       adequately explain the reasons for the changes. Please revise your
disclosures
       accordingly and take into consideration the guidance provided in the
comment above
       regarding cost of revenues. In addition, clarify why general and
administrative
       expenses remained relatively flat while net revenues increased 46%.
Refer to Item 5
       of Form 20-F.
Cash Flows and Working Capital, page 111

5.     Your current disclosure of cash flows from operating activities appears
to repeat
       information presented in the statements of cash flows. Please provide a
more
       informative discussion and analysis of cash provided and used in working
capital
       accounts such as deferred revenue. Please explain the underlying reasons
and
       implications of material changes between periods to provide investors
with an
       understanding of trends and variability in cash flows. Refer to Item 5
of Form 20-F.
        In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

      Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at
202-551-
3336 with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:   Yi Gao