Form SC 13G/A TAL Education Group Filed by: Prime Capital Management Co Ltd

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


SCHEDULE 13G


Under the Securities Exchange Act of 1934
(Amendment No. 1)



TAL Education Group
(Name of Issuer)

Class A Common Shares, par value US$0.001 per share
(Title of Class of Securities)

874080104
(CUSIP Number)

October 29, 2014
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which 
this Schedule is filed:

  Rule 13d-1(b)
X Rule 13d-1(c)
  Rule 13d-1(d)

The reminder of this cover page shall be filled out for
a repoting person 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. 874080104       13G

1.NAME OF REPORTING PERSONS. 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Prime Capital Management (Cayman) Limited


2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) 
(b) x

3.SEC USE ONLY

4.CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF SHARES 
BENEFICIALLY 
OWNED BY EACH 
REPORTING PERSON 
WITH

5.SOLE VOTING POWER

0


6.SHARED VOTING POWER


3,559,186 

(upon conversion of the American Depositary Shares)*


7.SOLE DISPOSITIVE POWER

0


8.SHARED DISPOSITIVE POWER

3,559,186 

(upon conversion of the American Depositary Shares)*


9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,559,186  

(upon conversion of the American Depositary Shares)*


10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*	
	
	
11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.5% (upon conversion of the American Depositary Shares)*


12.TYPE OF REPORTING PERSON*

IA
* See Item 4.



CUSIP No. 874080104       13G

1.NAME OF REPORTING PERSONS. 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Prime Capital Management Company Limited


2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) 
(b) x


3.SEC USE ONLY


4.CITIZENSHIP OR PLACE OF ORGANIZATION

Hong Kong


NUMBER OF SHARES 
BENEFICIALLY 
OWNED BY EACH 
REPORTING PERSON 
WITH


5.SOLE VOTING POWER

0


6.SHARED VOTING POWER


3,559,186  

(upon conversion of the American Depositary Shares)*


7.SOLE DISPOSITIVE POWER

0


8.SHARED DISPOSITIVE POWER


3,559,186  

(upon conversion of the American Depositary Shares)*


9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,559,186  

(upon conversion of the American Depositary Shares)*


10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*		
	

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.5%  (upon conversion of the American Depositary Shares)*


12.TYPE OF REPORTING PERSON*

IA 

* See Item 4.



CUSIP No. 874080104       13G

1.NAME OF REPORTING PERSONS. 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Dragon Billion China Master Fund


2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) 
(b) x


3.SEC USE ONLY


4.CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands


NUMBER OF SHARES 
BENEFICIALLY 
OWNED BY EACH 
REPORTING PERSON 
WITH

5.SOLE VOTING POWER

0


6.SHARED VOTING POWER

3,249,626

(upon conversion of the American Depositary Shares)*


7.SOLE DISPOSITIVE POWER

0


8.SHARED DISPOSITIVE POWER

3,249,626

(upon conversion of the American Depositary Shares)*


9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,249,626

(upon conversion of the American Depositary Shares)*


10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*		
	

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.1% (upon conversion of the American Depositary Shares)*


12.TYPE OF REPORTING PERSON*

OO
* See Item 4.


CUSIP No. 874080104       13G


1.NAME OF REPORTING PERSONS. 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

Yijun Liu


2.CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)     
(b)     x

3.SEC USE ONLY


4.CITIZENSHIP OR PLACE OF ORGANIZATION

People's Republic of China

NUMBER OF SHARES 
BENEFICIALLY 
OWNED BY EACH 
REPORTING PERSON 
WITH


5.SOLE VOTING POWER

0


6.SHARED VOTING POWER


3,559,186 

(upon conversion of the American Depositary Shares)*


7.SOLE DISPOSITIVE POWER

0


8.SHARED DISPOSITIVE POWER

3,559,186 

(upon conversion of the American Depositary Shares)*


9.AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,559,186 

(upon conversion of the American Depositary Shares)*


10.CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN 
SHARES*		
	

11.PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.5% (upon conversion of the American Depositary Shares)*


12.TYPE OF REPORTING PERSON*

IN, HC
* See Item 4.



CUSIP No. 874080104       13G

Item 1.	

(a)	Name of issuer:  

TAL Education Group (the Issuer)

(b)	Address of Issuer's Principal Executive Offices:

12/F, Danling SOHO

No. 6 Danling Street, Haidian District

Beijing 100080

People's Republic of China


Item 2.		

(a)	Name of person filing:  

This statement is filed on behalf of each of the following persons 
(together, the Reporting Persons):

(i)	Prime Capital Management (Cayman) Limited (Prime 
Capital Cayman)
(ii)	Prime Capital Management Company Limited (Prime Capital HK)
(iii)	Dragon Billion China Master Fund (the Fund)
(iv)	Mr. Yijun Liu (Mr. Liu)

This statement relates to Class A common shares of the Issuer held 
by the Fund and two managed accounts in the form of American 
depositary Shares.  Prime Capital Cayman and Prime Capital HK are 
the Investment Manager and the Investment Adviser, respectively, 
for the Fund and have been granted discretion over the portfolio 
investments of the Fund, including the Issuer's American Depositary 
Shares. Prime Capital Cayman and Prime Capital HK are the Investment
Advisor and the Investment Affiliate Advisor, respectively, for the 
two managed accounts and have been granted discretion over the portfolio 
investments of the two managed accounts, including the Issuer's American
Depositary Shares.  Prime Capital HK is registered as an investment 
adviser with the SEC under the Investment Advisers Act of 1940.

Mr. Liu is the Director of Prime Capital Cayman, Prime Capital HK 
and the Fund and he is also the portfolio manager of the Fund.

(b)	Address of Principal Business Office of Prime Capital HK 
and Mr. Liu is:

Unit 2303, Low Block
Grand Millennium Plaza
181 Queen's Road Central
Hong Kong

The address of the principal business offices of Prime Capital 
Cayman and the Fund is:

c/o Campbells Corporate Services Limited
Floor 4 Willow House Cricket Square
P.O. Box 268
Grand Cayman KY1-1104
Cayman Islands

(c)	Citizenship:

Prime Capital HK is a Hong Kong limited company.  Prime Capital
Cayman and the Fund are Cayman Islands exempted companies. 
Mr. Liu is a citizen of the People's Republic of China.

(d)	Title of Class of Securities:

American Depositary Shares, par value US$0.001 per share, each 
convertible into two Class A common shares, par value US$0.001, 
of the issuer.

(e) CUSIP Number: 874080104

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 
13d-2(b) or (c), check whether the person filing is a 

This Item 3 is not applicable.

Item 4. Ownership.

(a) Amount beneficially owned:

As of October 29, 2014, Prime Capital Cayman, Prime 
Capital HK and Mr. Liu may be deemed to be the 
beneficial owner of 3,559,186 Class A common shares of 
the Issuer upon conversion of 1,779,593
American Depositary shares of the Issuer and the Fund may be 
deemed to be the beneficial owner of 3,249,626
Class A common shares of the Issuer upon conversion of 
1,624,813 American Depositary shares of the Issuer.

(b)	Percent of class:

As of October 29, 2014, Prime Capital Cayman, Prime Capital HK, 
and Mr. Liu may be deemed to be the beneficial owner of 
approximately 4.5% of the total number of shares of Class A 
common shares outstanding upon conversion of the American 
Depositary Shares and the Fund may be deemed to be the beneficial 
owner of approximately 4.1% of the total number of shares of 
Class A common shares outstanding upon conversion of the American 
Depositary Shares. (based on the Form 6-K filed by the Issuer 
with the SEC on October 22, 2014, indicating that there were 
79,093,000 Class A common shares as of August 31, 2014).

(c)	Number of shares as to which the person has:  

(i)	Sole power to vote or to direct the vote:  
0

(ii)	Shared power to vote or to direct the vote:  

Prime capital HK, Prime Capital Cayman and Mr. Liu:  

3,559,186 

(upon conversion of the American Depositary Shares)

the Fund:

3,249,626

(upon conversion of the American Depositary Shares)


(iii)	Sole power to dispose or to direct the disposition of:  
0

(iv)	Shared power to dispose or to direct the disposition of:

Prime capital HK, Prime Capital Cayman and Mr. Liu:  

3,559,186 (upon conversion of the American Depositary Shares)

the Fund:

3,249,626(upon conversion of the American Depositary Shares)


CUSIP No.   874080104	 	13G

Item 5.	Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased
to be the beneficial owner of more than five percent 
of the class of securities, check the following
[x]


Item 6.	Ownership of More than Five Percent on Behalf of Another 
Person.

This Item 6 is not applicable.

Item 7.	Identification and Classification of the Subsidiary 
Which Acquired the Security Being Reported on by the Parent 
Holding Company.

This Item 7 is not applicable.

Item 8.	Identification and Classification of Members of the 
Group.

Prime Capital HK and Prime Capital Cayman are the 
Investment Adviser and Investment Manager, respectively,
of the Fund. Mr. Liu is the Director of Prime Capital Cayman, 
Prime Capital HK and the Fund, and he is also the portfolio 
manager of the Fund.

Item 9.	Notice of Dissolution of Group.

This Item 9 is not applicable.

Item 10.	Certifications.


By signing below I certify that, to the best of my knowledge and 
belief, the securities referred to above were not acquired and are 
not held for the purpose of or with the effect of changing or 
influencing the control of the issuer of the securities and were 
not acquired and are not held in connection with or as a 
Participant in any transaction having that purpose or effect.




CUSIP No.   874080104	 	13G	 	
 	 		 	

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange 
Act of 1934, as amended, the undersigned acknowledge and agree 
that the foregoing statement on this Schedule 13G is filed on 
behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of 
filing additional joint acquisition statements. The undersigned 
acknowledge that each shall be responsible for the timely filing
 of such amendments and for the completeness and accuracy of 
the information concerning him or it contained herein or therein, 
but shall not be responsible for the completeness and accuracy 
of the information concerning the others, except to the extent 
that he or it knows or has reason to believe that such
information is inaccurate. 

SIGNATURES

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.

Date:November 3,2014
Yijun Liu


By: /s/__Yijun Liu__
Name: Yijun Liu


Date: November 3 ,2014
PRIME CAPITAL MANAGEMENT COMPANY LIMITED


By: /s/_Ling Jie_
Name:  Ling Jie
Title: Director


Date: November 3 ,2014
PRIME CAPITAL MANAGEMENT (CAYMAN) LIMITED



By:/s/_Ling Jie_
Name:  Ling Jie
Title: Director


				
CUSIP No.   874080104	 	13G	 	
 	 		 	

Date:November 3 ,2014
DRAGON BILLION CHINA MASTER FUND


By: /s/__Ling Jie_
Name: Ling Jie
Title: Director

You May Also Be Interested In