Name of Company:

TAL EDUCATION GROUP

Number:

Share(s):          

Issued to:
[name of shareholder]

Dated

Transferred from:

Exhibit 4.1

TAL EDUCATION GROUP

Number Share(s)

Incorporated under the laws of the Cayman Islands
Share capital is US$[     ] divided into [     ] Class A Common Shares of US$0.001 each and
[     ] Class B Common Shares of US$0.001 each

THIS IS TO CERTIFY THAT [name of shareholder] is the registered holder of [no. of share] Share(s) in the above-named Company subject to the Memorandum and Articles of Association thereof.

GIVEN UNDER the common seal of the said Company on

THE COMMON SEAL of the said Company was hereunto affixed in the presence of:

DIRECTOR

     TRANSFER

I	(the Transferor) for the value received
DO HEREBY transfer to	(the Transferee) the
	shares standing in my name in the
undertaking called TAL EDUCATION GROUP

To hold the same unto the Transferee

Dated

Signed by the Transferor

in the presence of:

Witness Transferor