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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Fir Tree, L.L.C. (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CHINACAST EDUCATION CORP [ CAST:US ]	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) 06/27/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.0001 per share	06/27/2008		M		3,007,200	A	$4.25	5,571,632(1)(2)	I	See Footnote(3)
Common Stock, par value $.0001 per share	06/27/2008		P		459,925	A	(4)	6,031,557(1)	I	See Footnote(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$5	06/27/2008		H(5)			3,007,200	12/22/2006	03/16/2009	Common Stock	3,007,200	$0	0	I	See Footnote(3)
Warrants	$4.25	06/27/2008		J(5)		3,007,200		12/22/2006	03/16/2009	Common Stock	3,007,200	$0	3,007,200	I	See Footnote(3)
Exercise warrants to buy common stock	$4.25	06/27/2008		M(6)			3,007,200	12/22/2006	03/16/2009	Common Stock	3,007,200	$0	0	I	See Footnote(3)

1. Name and Address of Reporting Person* Fir Tree, L.L.C. (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Camellia Partners, LLC (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* TANNENBAUM JEFFREY (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Fredman Andrew (Last) (First) (Middle) 505 FIFTH AVENUE 23RD FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The filing of this Form 4 shall not be construed as an admission that Fir Tree, L.L.C., Camellia Partners, LLC, Jeffrey Tannenbaum or Andrew Fredman (the "Reporting Persons") is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of the common stock, $.0001 par value per share (the "Common Stock"), of ChinaCast Education Corporation (the "Issuer") owned by Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Value") and Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership ("Fir Tree Capital") or their affiliates. Pursuant to Rule 16a-1, the Reporting Persons disclaim such beneficial ownership.

2. Beneficial ownership after giving effect to the cancellation of the Original Warrants (as defined below) and the issuance of the Replacements Warrants (as defined below) as described in footnote (5) below, and the subsequent exercise of the Replacement Warrants, and before giving effect to the purchase of 459,925 shares described in footnote (4) below.

3. Fir Tree, L.L.C., the general partner of Fir Tree Value, and Camellia Partners, LLC, the general partner of Fir Tree Capital, hold indirectly the Common Stock through the accounts, respectively, of Fir Tree Value and Fir Tree Capital. Jeffrey Tannenbaum, the principal of Fir Tree, L.L.C. and Camellia Partners, LLC; and Andrew Fredman, another principal of Camellia Partners, LLC, at the time of purchase, controlled the disposition and voting of the Common Stock. Fir Tree, L.L.C. receives a performance-based allocation from Fir Tree Value and Camellia Partners, LLC receives a performance-based allocation from Fir Tree Capital and its affiliates.

4. Fir Tree Value and Fir Tree Capital acquired an aggregate of 459,925 of additional shares of Common Stock in consideration for exercising the Replacement Warrants and in consideration for the value of the warrants of the Issuer (i.e., $.65 per warrant) as of June 12, 2008.

5. Cancellation of outstanding warrants issued to Fir Tree Value and Fir Tree Capital on or about March 17, 2004 (the "Original Warrants") in exchange for a like number (the "Replacement Warrants") of warrants exercisable at a lower price on the same terms as the warrants being cancelled.

6. Exercise of the Replacement Warrants.

	Jeffrey Tannenbaum, Principal of Fir Tree, L.L.C.	07/01/2008
	Jeffrey Tannenbaum, Principal of Camellia Partners, LLC	07/01/2008
	Jeffrey Tannenbaum	07/01/2008
	Andrew Fredman	07/01/2008
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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