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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)
COM NEW
-----------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
874080104
-----------------------------------------------------
(CUSIP NUMBER)
December 31, 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:
X Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
(CONTINUED ON FOLLOWING PAGE(S))
CUSIP NO. 874080104 13G Page 2 of 5 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AllianceBernstein LP 13-3434400
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES 5. SOLE VOTING POWER 2,038,352
BENEFICIALLY
OWNED AS OF 6. SHARED VOTING POWER 0
December 31, 2014
BY EACH 7. SOLE DISPOSITIVE POWER 2,038,352
REPORTING
PERSON WITH: 8. SHARED DISPOSITIVE POWER 0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH 2,038,352
REPORTING PERSON
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES * [X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 ** 2.3%
12. TYPE OF REPORTING PERSON *
IA
* SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 874080104 13G Page 3 of 5 Pages
Item 1(a) Name of Issuer:
TAL EDUCATION GROUP
Item 1(b) Address of Issuer's Principal Executive Offices:
18/F, Hesheng Bldg, 32 Zhongguancun Avenue
Haidian District Beijing
China 100080
Item 2(a) and (b)
Name of Person Filing and Address of Principal Business Office:
AllianceBernstein L.P
1345 Avenue of the Americas
NewYork, N.Y. 10105
(All media outlets, please contact Andrea Prochniak at AllianceBernstein
(212-756-4542) with any questions. All other questions can be directed to
Section13USFilings@alliancebernstein.com.)
Item 2(c) Citizenship:
Delaware
Item 2(d) Title of Class of Securities: COM NEW
Item 2(e) Cusip Number: 874080104
Item 3. Type of Reporting Person: Registered Investment Advisor
13G Page 4 of 5 Pages
Item 4. Ownership as of 12/31/2014
(a) Amount Beneficially Owned: 2,038,352 shares of common stock
acquired solely for investment purposes on behalf of client
discretionary investment advisory accounts*
(b) Percent of Class: 2.3% **
(c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv)
Deemed Deemed Deemed Deemed
to have to have to have to have
Sole Power Shared Power Sole Power Shared Power
to Vote to Vote to Dispose to Dispose
or to or to or to or to
Direct Direct Direct the Direct the
the Vote the Vote Disposition Disposition
------------ ------------ ------------ ------------
AllianceBernstein 2,038,352 0 2,038,352 0
*AllianceBernstein L.P. is a majority owned subsidiary of AXA Financial, Inc.
and an indirect majority owned subsidiary of AXA SA. AllianceBernstein
operates under independent management and makes independent decisions from
AXA and AXA Financial and their respective subsidiaries and AXA and AXA
Financial calculate and report beneficial ownership separately from
AllianceBernstein pursuant to guidance provided by the Securities and
Exchange Commission in Release Number 34-39538 (January 12, 1998).
AllianceBernstein may be deemed to share beneficial ownership with AXA
reporting persons by virtue of 0 shares of common stock acquired on
behalf of the general and special accounts of the affiliated entities for which
AllianceBernstein serves as a subadvisor. Each of AllianceBernstein and the
AXA entities reporting herein acquired their shares of common stock for
investment purposes in the ordinary course of their investment management
and insurance businesses.
**Based on 87,200,318 Class A common shares outstanding as of December 31, 2014.
Page 5 of 5 Pages
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. N/A
Item 7. Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company: N/A
Item 8. Identification and Classification of Members of the Group. N/A
Item 9. Notice of Dissolution of Group: N/A
Item 10. Certification:
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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.
Date: April 10, 2015, ALLIANCEBERNSTEIN L.P.
/s/ Laurence Bertan
Name: Laurence Bertan
Title: SVP and Head of Regulatory Reporting