SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BERKOWITZ BRUCE R

(Last)

(First)

(Middle)

C/O FAIRHOLME CAPITAL MANAGEMENT, L.L.C.

4400 BISCAYNE BOULEVARD, 9TH FLOOR

(Street)

MIAMI

33137

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TAL International Group, Inc. [ TAL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/12/2009

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/10/2009		S		10,346	D	$12.19	2,482,394	I	Footnote⁽¹⁾⁽²⁾
Common Stock	11/11/2009		S		46,532	D	$12.17	2,435,862	I	Footnote⁽²⁾⁽³⁾
Common Stock	11/12/2009		S		33,120	D	$12.14	2,402,742	I	Footnote⁽²⁾⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 773,842 shares of Common Stock and, following such transaction, is currently the direct holder of 772,394 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 717,695 shares of Common Stock and, following such transaction, is currently the direct holder of 717,695 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 726,694 shares of Common Stock and, following such transaction, is currently the direct holder of 717,796 shares of Common Stock. Prior to this transaction, Fairholme Funds, Inc. was the direct holder of 274,509 shares of Common Stock and, following such transaction, is currently the direct holder of 274,509 shares of Common Stock.

2. Bruce R. Berkowitz ("Mr. Berkowitz") is the managing member of Fairholme Capital Management, L.L.C., a Delaware limited liability company ("Fairholme"), which serves as (i) the general partner of Fairholme Partners, L.P., (ii) the managing member of Fairholme Ventures II, LLC, (iii) the investment manager to Fairholme Holdings, Ltd. and (iv) the investment manager to Fairholme Funds, Inc. Mr. Berkowitz disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that Mr. Berkowitz is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

3. Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 772,394 shares of Common Stock and, following such transaction, is currently the direct holder of 725,862 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 717,695 shares of Common Stock and, following such transaction, is currently the direct holder of 717,695 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 717,796 shares of Common Stock and, following such transaction, is currently the direct holder of 717,796 shares of Common Stock. Prior to this transaction, Fairholme Funds, Inc. was the direct holder of 274,509 shares of Common Stock and, following such transaction, is currently the direct holder of 274,509 shares of Common Stock.

4. Prior to this transaction, Fairholme Partners, L.P. was the direct holder of 725,862 shares of Common Stock and, following such transaction, is currently the direct holder of 716,302 shares of Common Stock. Prior to this transaction, Fairholme Ventures II, LLC was the direct holder of 717,695 shares of Common Stock and, following such transaction, is currently the direct holder of 716,126 shares of Common Stock. Prior to this transaction, Fairholme Holdings, Ltd. was the direct holder of 717,796 shares of Common Stock and, following such transaction, is currently the direct holder of 716,215 shares of Common Stock. Prior to this transaction, Fairholme Funds, Inc. was the direct holder of 274,509 shares of Common Stock and, following such transaction, is currently the direct holder of 254,099 shares of Common Stock.

5. This Form 4 Amendment is being filed to reflect the fact that there was an error in reporting the number of securities sold and the number of securities beneficially owned on November 12, 2009. The correct number of securities sold was 33,120, not 33,200 as was previously reported. The correct number of securities beneficially owned was 2,402,742, not 2,402,662 as was previously reported. Furthermore, the securities are held by the Fairholme entities as described above in footnote (4), rather than as was previously reported.

	/s/ Bruce R. Berkowitz	11/13/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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