Washington, DC 20549

(Rule 13d-102)

TAL International Group, Inc.

(Name of Issuer)

Shares of Common Stock, par value $0.001 per share

(Title of Class of Securities)

874083108

(CUSIP Number)

December 31, 2009

(Date of Event Which Requires Filing of this Statement)

 

 

CUSIP No.		874083108	13G/A

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		874083108	13 G/A

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		874083108	13G/A

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		874083108	13G/A

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

CUSIP No.		874083108	13G/A

*SEE INSTRUCTIONS BEFORE FILLING OUT

**SEE ITEM 4.

SCHEDULE 13G/A

     This Amendment No. 2 to Schedule 13G (the “Schedule 13G”) is being filed on behalf of North Run Advisors, LLC, a Delaware limited liability company (“North Run”), North Run GP, LP, a Delaware limited partnership (the “GP”), North Run Capital, LP, a Delaware limited partnership (the “Investment Manager”), Todd B. Hammer and Thomas B. Ellis (collectively, the “Reporting Persons”). Todd B. Hammer and Thomas B. Ellis are the principals and sole members of North Run. North Run is the general partner for both the GP and the Investment Manager. The GP is the general partner of North Run Capital Partners, LP, a Delaware limited partnership (the “Fund”), North Run Qualified Partners, LP, a Delaware limited partnership (the “QP Fund”), and North Run Master Fund, LP, a Cayman Island exempted limited partnership (the “Master Fund”). The Fund, the QP Fund and North Run Offshore Partners, Ltd., a Cayman Island exempted company (the “Offshore Fund”), are also general partners of the Master Fund. This Schedule 13G relates to shares of common stock of TAL International Group, Inc., a Delaware corporation (the “Issuer”) held by the Master Fund.

Item 4

Ownership.

	(a)		North Run, the GP, the Investment Manager, Todd B. Hammer, and Thomas B. Ellis may be deemed the beneficial owners of 1,093,200 shares of Common Stock.
	(b)		North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis may be deemed the beneficial owners of 3.56% of the outstanding shares of Common Stock. This percentage was determined by dividing 1,093,200 by 30,686,685, which is the number of shares of Common Stock outstanding as of October 30, 2009, according to the Issuer’s Form 10-Q filed on November 6, 2009 with the Securities Exchange Commission.
	(c)		North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the shared power to vote and dispose of the 1,093,200 shares of Common Stock beneficially owned.

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 Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following þ.

Item 10

Certification.

By signing below each Reporting Person certifies that, to the best of such Reporting Person’s 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.

Exhibits  Exhibit 24-1

			Power of Attorney of Thomas B. Ellis, dated December 11, 2009.
			Exhibit 24-2
			Power of Attorney of Todd B. Hammer, dated December 11, 2009.
			Exhibit 99-1
			Joint Filing Agreement, dated February 12, 2010, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

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: February 12, 2010