Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(d) Effective October 23, 2012, the Board of Directors of TAL International Group, Inc. appointed Kenneth Hanau to the Board of Directors of TAL International Group, Inc. and of each of its U.S. subsidiaries. The Board of Directors approved an Indemnity Agreement with Mr. Hanau identical to those previously entered into with the other directors of TAL International Group, Inc. in the form of Exhibit 10.7 to TAL International Group, Inc.'s Form 10-K filed on February 22, 2012.

On October 25, 2012, TAL International Group, Inc. issued a press release announcing the appointment of Kenneth Hanau. A copy of the press release is furnished with this report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release issued by TAL International Group, Inc. dated October 25, 2012.

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