SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

51job, Inc.

(Name of Issuer)

Common Shares, par value U.S. $0.0001 per share,

including American Depositary Shares representing Common Shares

(Title of Class of Securities)

316827104

(CUSIP Number)

Recruit Holdings Co., Ltd.

GranTokyo SOUTH TOWER

1-9-2 Marunouchi, Chiyoda-ku

Tokyo 100-6640 Japan

Telephone: 81-3-6835-9671

Facsimile: 81-3-6834-8954

Attention: Atsuhiro Yamane

With a copy to:

Morgan, Lewis and Bockius LLP

101 Park Avenue

New York, New York 10178

Telephone: (212) 309-6000

Facsimile: (212) 309-6001

Attention: Bradley K. Edmister

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

April 3, 2014

(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.  ¨

* 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. 316827104

1.	Names of Reporting Persons.             Recruit Holdings Co., Ltd.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds*             WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization             Japan

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7.     Sole Voting Power                 23,385,231 common shares
	8.     Shared Voting Power                 0
	9.     Sole Dispositive Power                 23,385,231 common shares
	10.     Shared Dispositive Power                  0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person             23,385,231 common shares
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares	¨
13.	Percent of Class Represented by Amount in Row (11)             39.5%(1)
14.	Type of Reporting Person             CO

(1)         Based upon 59,183,101 shares outstanding as of February 28, 2014, according to the Company’s report on Form 20-F filed with the Securities and Exchange Commission on March 28, 2014

This Amendment No. 8 amends the Schedule 13D filed with the Securities and Exchange Commission on April 21, 2006, as amended. Unless otherwise stated herein, the Schedule 13D remains in full force and effect. Terms used herein and not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.

Item 2. Identity and Background.

Item 2(a) is hereby amended and restated as follows:

(a) This Schedule 13D is being filed by Recruit Holdings Co., Ltd. (f/k/a RECRUIT CO., LTD.), a Japanese corporation (the “Reporting Person”). Effective on October 1, 2012, the Reporting Person changed its name from RECRUIT CO., LTD. to Recruit Holdings Co., Ltd.

Schedule 1 referenced in Item 2 is hereby amended and restated as Schedule 1 attached hereto.

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

Item 6 of the Schedule 13D is hereby supplemented as follows:

Lock-Up Letter Agreement

On April 3, 2014, the Reporting Person, Mr. Kazumasa Watanabe (Mr. Watanabe), a corporate executive officer of the Reporting Person, and the other directors and executive officers of the Company, on the one hand, and Credit Suisse Securities (USA) LLC (“Credit Suisse”) and J.P. Morgan Securities LLC (“J.P. Morgan”), on the other hand, entered into a Lock-Up Letter Agreement pursuant to which the Reporting Person and Mr. Watanabe agreed, subject to the terms and conditions of the Lock-Up Letter Agreement, not to transfer any common shares or ADSs during a period from the date of such Lock-Up Letter Agreement until 90 days after the date of the final offering memorandum relating to the offering by the Company of US$150,000,000 principal amount of Convertible Senior Notes Due 2019 of the Company. The Lock-Up Letter Agreement is attached as Exhibit 99.4

Item 7. Material to Be Filed as Exhibits.

Exhibit No.	Description of Document
Exhibit 99.1	Stock Purchase Agreement, dated April 5, 2006, by and among the Reporting Person and Sellers (previously filed)
Exhibit 99.2	Assignment Agreement, dated April 18, 2006, among the Reporting Person and Sellers (previously filed)
Exhibit 99.3	Securities Purchase Agreement, dated March 13, 2012, by and between the Reporting Person and Mr. Honda (previously filed)
Exhibit 99.4	Lock-Up Letter Agreement, dated April 3, 2014, by and between the Reporting Person, Mr. Watanabe and the other directors and executive officers of the Company, on the one hand, and Credit Suisse and J. P. Morgan, on the other hand

SIGNATURE

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

Dated: April 7, 2014

Recruit Holdings Co., Ltd.
By:	/s/ Shogo Ikeuchi
Name:	Shogo Ikeuchi
Title:	Board Director

Schedule 1

The following table sets forth the name and present principal occupation or employment, for each executive officer and director of Recruit Holdings Co., Ltd. The business address of each such executive officer and director is c/o Recruit Holdings Co., Ltd., GranTokyo SOUTH TOWER, 1-9-2 Marunouchi, Chiyoda-ku, Tokyo 100-6640, Japan. Each of the executive officers and directors of Recruit Holdings Co., Ltd. listed below is a citizen of Japan.

Recruit Holdings Co., Ltd.

Name	Present Principal Occupation or Employment
Board of Directors
Masumi Minegishi	President and Representative Director
Shogo Ikeuchi	Board Director
Shigeru Kusahara	Board Director
Keiichi Sagawa	Board Director
Hitoshi Kashiwaki	Board Director
Koichi Nakamura	Board Director
Koichi Shima	Standing Statutory Auditor
Hideshi Takeuchi	Statutory Auditor
Naoto Nakamura	Statutory Auditor
Executive Officers
Masumi Minegishi	CEO
Shogo Ikeuchi	Senior Corporate Executive Officer
Hideaki Kitou	Senior Corporate Executive Officer
Shigeru Kusahara	Senior Corporate Executive Officer
Keiichi Sagawa	Senior Corporate Executive Officer
Hitoshi Motohara	Senior Corporate Executive Officer
Hisayuki Idekoba	Corporate Executive Officer
Toshio Oka	Corporate Executive Officer
Yoshihiro Kitamura	Corporate Executive Officer
Takashi Kuzuhara	Corporate Executive Officer
Daizo Kobayashi	Corporate Executive Officer
Suguru Tomizuka	Corporate Executive Officer
Yukiko Nagashima	Corporate Executive Officer
Takahiro Noguchi	Corporate Executive Officer
Tomoyuki Mizutani	Corporate Executive Officer
Masaki Yanagawa	Corporate Executive Officer
Kazumasa Watanabe	Corporate Executive Officer
Professional Officers
Yukio Okubo	Professional Officer
Hiroaki Ogata	Professional Officer

EXHIBIT INDEX

Exhibit No.	Description of Document
Exhibit 99.1	Stock Purchase Agreement, dated April 5, 2006, by and among the Reporting Person and Sellers (previously filed)
Exhibit 99.2	Assignment Agreement, dated April 18, 2006, among the Reporting Person and Sellers (previously filed)
Exhibit 99.3	Securities Purchase Agreement, dated March 13, 2012, by and between the Reporting Person and Mr. Honda (previously filed)
Exhibit 99.4	Lock-Up Letter Agreement, dated April 3, 2014, by and between the Reporting Person, Mr. Watanabe and the other directors and executive officers of the Company, on the one hand, and Credit Suisse and J.P. Morgan, on the other hand

EX-99.4

Exhibit 99.4

LOCK UP LETTER AGREEMENT

April 3, 2014

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue

New York, New York 10010

United States of America

J.P. Morgan Securities LLC

383 Madison Avenue

New York, New York 10179

United States of America

Ladies and Gentlemen:

The undersigned understands that Credit Suisse Securities (USA) LLC (“Credit Suisse”) and J.P. Morgan Securities LLC (“J.P. Morgan” and, together with Credit Suisse, the “Initial Purchasers”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with 51job, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the offering (the “Offering”) by the Company of US$150,000,000 principal amount of Convertible Senior Notes Due 2019 of the Company (the “Securities”). The Securities will be convertible into American Depositary Shares (the “ADSs”) issued pursuant to the Deposit Agreement, each of which represents, as of the date hereof, two common shares, par value of US$0.0001 per share, of the Company (the “Common Shares”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement.

To induce the Initial Purchasers that may participate in the Offering to continue their efforts in connection with the Offering, the undersigned hereby agrees that, without the prior written consent of the Initial Purchasers, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final offering memorandum (the “Restricted Period”) relating to the Offering (the “Final Memorandum”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or ADSs beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Shares or ADSs or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares or ADSs, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or ADSs or such other securities, in cash or otherwise. The foregoing sentence shall not apply to (a) transactions relating to Common Shares or ADSs or other securities acquired in open market transactions after the completion of the Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Shares or ADSs or other securities acquired in such open market transactions, (b) transfers of Common Shares or ADSs or any security convertible into Common Shares or ADSs as a bona fide gift, or (c) distributions of Common Shares or ADSs or any security convertible into Common Shares or ADSs to limited partners or stockholders of the undersigned; provided that in the case of any transfer or distribution pursuant to clause (b) or (c), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Common Shares or ADSs, shall be required or shall be voluntarily made during the Restricted Period, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of Common Shares or ADSs, provided that (i) such plan does not provide for the transfer of Common Shares or ADSs during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Shares or ADSs may be made under such plan during the Restricted Period. In addition, the undersigned agrees that, without the prior written consent of the Initial Purchasers, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any Common Shares or ADSs or any security convertible into or exercisable or exchangeable for Common Shares or ADSs. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Common Shares or ADSs except in compliance with the foregoing restrictions.

The undersigned understands that the Company and the Initial Purchasers are relying upon this agreement in proceeding toward consummation of the Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Offering actually occurs depends on a number of factors, including market conditions. Any Offering will only be made pursuant to the Purchase Agreement, the terms of which are subject to negotiation between the Company and the Initial Purchasers.

This letter agreement and any claim, controversy or dispute arising under or related to this letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

[signature page follows]

2

Very truly yours,

/s/ Rick Yan Rick Yan	/s/ Kathleen Chien Kathleen Chien
/s/ David K. Chao David K. Chao	/s/ Tao Wang Tao Wang
/s/ Jones Haijun Yu Jones Haijun Yu	/s/ David Weimin Jin David Weimin Jin
/s/ James Jianzhang Liang James Jianzhang Liang	/s/ Kazumasa Watanabe Kazumasa Watanabe
/s/ Li-Lan Cheng Li-Lan Cheng
Recruit Holdings Co., Ltd. /s/ Kazumasa Watanabe Name: Kazumasa Watanabe Title: Corporate Executive Officer