SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

ChinaCast Education Corporation

(Name of Issuer)

Common Stock, par value $0.0001

(Title of Class of Securities)

16946T109

(CUSIP Number)

Brian Meyer

Fir Tree Inc.

505 Fifth Avenue

23rd Floor

New York, New York 10017

Tel. No.: (212) 599-0090

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

— with a copy to —

Jeffrey C. Cohen

Linklaters LLP

1345 Avenue of the Americas

New York, NY 10105

May 18, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  x

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.     16946T109   13D Page      2          of       6     Pages

1	NAMES OF REPORTING PERSONS: Fir Tree Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS: WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 6,452,423
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,452,423
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,452,423
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.2%
14	TYPE OF REPORTING PERSON CO

CUSIP No.     16946T109   13D Page      3          of       6     Pages

1	NAMES OF REPORTING PERSONS: Fir Tree Value Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS: WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 5,422,241
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 5,422,241
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,422,241
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No.     16946T109   13D Page      4          of       6     Pages

1	NAMES OF REPORTING PERSONS: Fir Tree Capital Opportunity Master Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a)  ¨        (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS: WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e):  ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,030,182
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,030,182
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,030,182
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%
14	TYPE OF REPORTING PERSON PN

Note to Schedule 13D:

This Schedule 13D is being filed by Fir Tree Inc. (“Fir Tree”) on behalf of Fir Tree Value Master Fund, L.P. (“Fir Tree Value”) and Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital”) (Fir Tree, Fir Tree Value and Fir Tree Capital are collectively referred to hereinafter as the “Reporting Persons”). Fir Tree is the investment manager to Fir Tree Value and Fir Tree Capital, and has the authority to cause them to purchase securities issued by ChinaCast Education Corporation (the “Issuer”) and to exercise any and all voting right associated with such securities.

The filing of this statement on Schedule 13D shall not be construed as an admission that Fir Tree, Fir Tree Value or Fir Tree Capital is for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any of the 6,452,423 shares of Common Stock owned by Fir Tree Value and Fir Tree Capital. Pursuant to Rule 13d-4, Fir Tree, Fir Tree Value and Fir Tree Capital disclaim all such beneficial ownership.

CUSIP No.     16946T109   13D Page      5          of       6     Pages

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) is being filed by Fir Tree Inc. (“Fir Tree”) on behalf of Fir Tree Value Master Fund, L.P. (“Fir Tree Value”) and Fir Tree Capital Opportunity Master Fund, L.P. (“Fir Tree Capital”) (Fir Tree, Fir Tree Value and Fir Tree Capital are collectively referred to hereinafter as the “Reporting Persons”). Fir Tree is the investment manager to Fir Tree Value and Fir Tree Capital and has the authority to cause them to purchase securities issued by ChinaCast Education Corporation (the “Company”) and to exercise any and all voting rights associated with such securities. Amendment No. 5 amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the common stock of the Company on December 2, 2011, as amended and supplemented by Amendment No. 1 to the Schedule 13D filed by the Reporting Persons on December 14, 2011, Amendment No. 2 to the Schedule 13D filed by the Reporting Persons on January 9, 2012, Amendment No. 3 to the Schedule 13D filed by the Reporting Persons on January 19, 2012 and Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on April 16, 2012.

Item 4. Purpose of the Transaction.

Item 4 is hereby supplemented as follows:

Please see Item 6 for a discussion of the Borrowing Notice and Acknowledgement, dated May 18, 2012, by and among the Company, Fir Tree Value, Fir Tree Capital and other shareholders of the Company.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby supplemented as follows:

Pursuant to Section 5.2 of the Purchase Agreement, the Company requested a subsequent advance from each of the Purchasers of up to the same amount funded by each such Purchaser under its respective Note. In accordance with this request, the Company entered into a Borrowing Notice and Acknowledgement (the “Borrowing Notice”) with the Purchasers on May 18, 2012. Pursuant to the Borrowing Notice, Fir Tree Value and Fir Tree Capital have agreed to purchase notes (the “Subsequent Advance Notes”) in the principal amount of US$406,668.00 and US$77,263.50, respectively, and the Company is required to issue 203,334 Warrants to Fir Tree Value and 38,632 Warrants to Fir Tree Capital. The Subsequent Advance Notes will be in substantially the same form as the Promissory Notes attached as Exhibit 2 and Exhibit 3 to Amendment No. 4 to the Schedule 13D filed by the Reporting Persons on April 16, 2012.

In consideration for the Purchasers making available the subsequent advance pursuant to the Borrowing Notice, the Company has agreed to change the exercise price from $4.00 per share to $1.00 per share for all of the Warrants issued in connection with the advance made on April 10, 2012 and for all of the Warrants issued pursuant to the Borrowing Notice. The Warrants issued in connection with the subsequent advance (a) shall be convertible into one share of the Company’s common stock at an exercise price of $1.00 per share (which exercise price shall not be subject to any adjustment mechanism), (b) expire on the fifth anniversary of issuance and (c) include anti-dilution protections for ordinary stock splits, stock dividends and recapitalizations.

A copy of the Borrowing Notice and Acknowledgement is attached as Exhibit 1 to this Amendment No. 5.

Item 7. Materials to be Filed as Exhibits.

Exhibit 1 Borrowing Notice and Acknowledgement, dated May 18, 2012, by and among ChinaCast Education Corporation, Fir Tree Value Master Fund, L.P., Fir Tree Capital Opportunity Master Fund, L.P., Lake Union Capital Fund, LP, Lake Union Capital TE Fund, LP, MRMP Managers LLC, Harkness Trust, Ashford Capital Partners, L.P., Anvil Investment Associates, L.P. and Columbia Pacific Opportunity Fund, L.P.

CUSIP No.     16946T109   13D Page      6          of       6     Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 24, 2012	FIR TREE INC.
	By:	/s/ James Walker
		Name: James Walker
		Title:   Managing Director
	FIR TREE VALUE MASTER FUND, L.P.
	By:	FIR TREE INC., its Manager
	By:	/s/ James Walker
		Name: James Walker
		Title:   Managing Director
	FIR TREE CAPITAL OPPORTUNITY MASTER FUND, L.P.
	By:	FIR TREE INC., its Manager
	By:	/s/ James Walker
		Name: James Walker
		Title:   Managing Director

EX-1

Exhibit 1

BORROWING NOTICE AND ACKNOWLEDGMENT

This Borrowing Notice and Acknowledgment (the “Borrowing Notice”), dated as of May 18, 2012, is made in accordance with Section 5.2 of that certain Notes and Warrants Purchase Agreement (the “Agreement”), dated as of April 10, 2012, by and among ChinaCast Education Corporation, a Delaware corporation (the “Company”), and the Purchasers named therein. All capital terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Agreement.

Whereas, the Company is need of more funds to pursue legal options to recover the assets that it believes have been misappropriated from the Company (as disclosed in the Company’s recent public filings), and other corporate purposes; and

Whereas, in consideration for the Purchasers making available the Subsequent Advance pursuant to this Borrowing Notice, the Company has agreed to change from $4 to $1 the exercise price for all Warrants (as defined in the Agreement) issued in connection with both (i) the Advance made on the date of the Agreement in accordance with Section 5.1 thereof and (ii) the Subsequent Advance provided for hereof;

Now, therefore, in consideration of the premises and the agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as set forth below:

1. Subsequent Advance Request. The Company requests a Subsequent Advance from each of the Purchasers in the principal amount stated on the Subsequent Advance Schedule of Purchasers hereof, in accordance with Section 5.2 of the Agreement.

2. Sale and Purchase. Subject to the terms and conditions of the Agreement, the Company hereby sells, transfers and assigns to each Purchaser the aggregate principal amount of the Note set forth opposite such Purchaser’s name in the Subsequent Advance Schedule of Purchasers hereof and each Purchaser hereby purchases from the Company the aggregate principal amount of the Note set opposite such Purchaser’s name in the Subsequent Advance Schedule of Purchasers hereof.

3. Purchase Price. At the Subsequent Advance Closing (as hereinafter defined), each Purchaser shall pay to the Company the U.S. dollar amount set opposite such Purchaser’s name in the Subsequent Advance Schedule of Purchasers hereof by wire transfer of immediately available U.S. dollar funds to the bank account designated in writing by the Company to each Purchaser prior to the Subsequent Advance Closing.

4. Subsequent Advance Closing. The closing (the “Subsequent Advance Closing”) of the purchase and sale of the Notes purchased pursuant to Section 2 hereof shall occur concurrently with the execution and delivery of this Borrowing Notice. The Subsequent Advance Closing shall take place remotely via the exchange of documents and signatures or at such location as may be mutually acceptable by the parties. Concurrently with or immediately following the Subsequent Advance Closing, each of the Company and the Purchasers shall execute and deliver the Note(s) purchased pursuant to Section 2 hereof to which it is party. Each of the Purchasers waives the provision under Section 5.2 of the Agreement that the Company would not deliver the Borrowing Notice until after May 25, 2012.

5. Warrants. As soon as practicable after the date hereof, the Company shall issue to each Purchaser the number of Warrants stated on the Subsequent Advance Schedule of Purchasers hereof. The Company agrees that, in lieu of the exercise price terms set forth under Section 4.2 of the Agreement, each Warrant that it issues pursuant to the Schedule of Purchasers in the Agreement and the Subsequent Advance Schedule of Purchasers hereof shall be convertible into one share of the Company’s Common Stock at an exercise price of $1.00 per share (which exercise price shall not be subject to any adjustment mechanism).

6. Acknowledgement of Possible Additional Purchasers. Each of the Purchasers acknowledges that the Company may:

a. issue to additional purchasers notes and warrants that have substantially the same terms as the Notes and Warrants issued pursuant to this Borrowing Notice, subject to the provisions of Section 6 of the Notes;

b. enter into notes and warrants purchase agreements with one or more of these additional purchasers on substantially the same terms as the Agreement; and

c. enter into registration rights agreements with one or more of these additional purchasers on substantially the same terms as the New Piggy-Back Rights Agreement to be entered into pursuant to Section 4.3 of the Agreement, which may provide such additional purchasers with the same piggy-back rights (but not the demand rights) as provided to Fir Tree under the New Fir Tree Registration Rights Agreement. The registration rights agreements entered into with these new additional purchasers, the New Fir Tree Registration Rights Agreement and the New Piggy-Back Registration Rights Agreement may be contained in one and the same document.

7. Representations and Warranties. The Company represents and warrants that as of the date of this Borrowing Notice,

a. no Default (as defined under the Notes) has occurred and is continuing; and

b. each of the representations and warranties contained in Section 5 of the Notes is true and correct.

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8. Notice. Henceforth, any notice to be provided to the Company in accordance with Section 6.2(b) of the Agreement should be delivered to the following address:

ChinaCast Education Corporation

Room 701A, Building A, Golden Eagle Mansion

80 Hanxiao Road, Pudong

Shanghai 200437 China

Attention: Doug Woodrum

Fax: +(86) 21 6105 3354*8004

9. Miscellaneous. This Borrowing Notice is governed by the laws of the State of New York. This Borrowing Notice and the various rights and obligations arising hereunder shall inure to the benefit of and be binding upon the parties hereto and their successors and assigns. This Borrowing Notice may be executed in multiple counterparts, and on separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Any counterpart or other signature hereupon delivered by facsimile shall be deemed for all purposes as constituting good and valid execution and delivery of this Borrowing Notice by such party.

[Signature pages next]

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Executed and agreed to on the date first written above by:
ChinaCast Education Corporation
By:	/s/ Doug Woodrum
Name:	Doug Woodrum
Title:	Chief Financial Officer

Acknowledged and agreed to by the Purchasers on the date first written above by:

Fir Tree Value Master Fund, L.P.

By:	/s/ Brian Meyer
Name:	Brian Meyer
Title:	General Counsel

Fir Tree Capital Opportunity Master Fund, L.P.

By:	/s/ Brian Meyer
Name:	Brian Meyer
Title:	General Counsel

Lake Union Capital Fund, LP

By:	/s/ Michael Self
Name:	Michael Self
Title:	Managing Member of the General Partner

Lake Union Capital TE Fund, LP

By:	/s/ Michael Self
Name:	Michael Self
Title:	Managing Member of the General Partner

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MRMP Managers LLC

By:

Name:

Title:

Harkness Trust

By:	/s/ Theodore H. Ashford
Name:	Theodore H. Ashford
Title:	Trustee

Ashford Capital Management, Inc. w/ discretion f.b.o.

Ashford Capital Partners, L.P.

By:	/s/ Theodore H. Ashford III
Name:	Theodore H. Ashford III
Title:	C.E.O, President & CIO, Ashford Capital Management, Inc.

Ashford Capital Management, Inc. w/ discretion f.b.o.

Anvil Investment Associates, L.P.

By:	/s/ Theodore H. Ashford III
Name:	Theodore H. Ashford III
Title:	C.E.O, President & CIO, Ashford Capital Management, Inc.

Columbia Pacific Opportunity Fund, L.P.

By:

Name:

Title:

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SUBSEQUENT ADVANCE SCHEDULE OF PURCHASERS

Purchaser	Principal Amount of Note		Purchase Price		Number of Warrants
Fir Tree Value Master Fund, L.P.	$	406,668.00	$	406,668.00		203,334
Fir Tree Capital Opportunity Master Fund, L.P.	$	77,263.50	$	77,263.50		38,632
Lake Union Capital Fund, LP	$	141,026.00	$	141,026.00		70,513
Lake Union Capital TE Fund, LP	$	8,974.00	$	8,974.00		4,487
MRMP Managers LLC	$	60,000.00	$	60,000.00		30,000
Harkness Trust	$	8,750.00	$	8,750.00		4,375
Ashford Capital Partners, L.P.	$	188,500.00	$	188,500.00		94,250
Anvil Investment Associates, L.P.	$	80,000.00	$	80,000.00		40,000
Columbia Pacific Opportunity Fund, L.P.	$	125,000.00	$	125,000.00		62,500
Total:	$	1,096,181.50	$	1,096,181.50		548,091

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