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Washington, D.C. 20549

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)

February 14, 2008

(Date of Event Which Requires Filing of this Statement)

 

 

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SCHEDULE 13G

This 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. Todd B. Hammer and Thomas B. Ellis are the principals and sole members and limited partners, as applicable, of North Run, the GP and the Investment Manager. 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”) purchased by the Master Fund.

Item 1(a)		Name of Issuer.
		TAL International Group, Inc.
Item 1(b)		Address of Issuer’s Principal Executive Offices.
		100 Manhattanville Road
		Purchase, New York 10577
Item 2(a)		Name of Person Filing.

	(1)		North Run Capital, LP
	(2)		North Run GP, LP
	(3)		North Run Advisors, LLC
	(4)		Todd B. Hammer
	(5)		Thomas B. Ellis

Item 2(b)		Address of Principal Business Office, or, if none, Residence.

For all Filers:
One International Place, Suite 2401
Boston, MA 02110
(617) 310-6130

Item 2(c)		Citizenship or Place of Organization.

	(1)		North Run Capital, LP is a Delaware limited partnership.
	(2)		North Run GP, LP is a Delaware limited partnership.
	(3)		North Run Advisors, LLC is a Delaware limited liability company.
	(4)		Todd B. Hammer is a U.S. citizen.
	(5)		Thomas B. Ellis is a U.S. citizen.

Item 2(d)		Title of Class of Securities.
		Common stock, par value $0.001 per share (the “Common Stock”).
Item 2(e)		CUSIP Number.
		874083108
Item 3		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
		Not Applicable.
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 1,953,100 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 5.87% of the outstanding shares of Common Stock. This percentage was determined by dividing 1,953,100 by 33,271,815, which is the number of shares of Common Stock outstanding as of November 1, 2007, according to the Issuer’s Form 10-Q filed on November 9, 2007 with the Securities Exchange Commission.
	(c)		North Run, the GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis have the sole power to vote and dispose of the 1,953,100 shares of Common Stock beneficially owned.

Item 5		Ownership of Five Percent or Less of a Class.
		Not Applicable.
Item 6		Ownership of More Than Five Percent on Behalf of Another Person.
		Investors in the Funds identified in the introduction hereto have an indirect interest in dividends and/or sale proceeds of the Common Stock held by the Master Fund. The Reporting Persons do not know of any single investor with an interest, directly or indirectly, in more than 5% of the Common Stock.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
		Not Applicable.
Item 8		Identification and Classification of Members of the Group.
		Not Applicable.
Item 9		Notice of Dissolution of Group.
		Not Applicable.
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 1
		Joint Filing Agreement, dated February 25, 2008, between North Run, GP, the Investment Manager, Todd B. Hammer and Thomas B. Ellis.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each undersigned Reporting Person certifies that the information set forth in this statement is true, complete and correct.

Date: February 25, 2008

		NORTH RUN CAPITAL, LP
		By:		North Run Advisors, LLC
				its general partner
				By:		/s/ Thomas B. Ellis
				Name:		Thomas B. Ellis
				Title:		Member
				and
				By:		/s/ Todd B. Hammer
				Name:		Todd B. Hammer
				Title:		Member
		NORTH RUN GP, LP
		By:		North Run Advisors, LLC
				its general partner
				By:		/s/ Thomas B. Ellis
				Name:		Thomas B. Ellis
				Title:		Member
				and
				By:		/s/ Todd B. Hammer
				Name:		Todd B. Hammer
				Title:		Member
		NORTH RUN ADVISORS, LLC
		By:		/s/ Thomas B. Ellis
		Name:		Thomas B. Ellis
		Title:		Member

		and
		By:		/s/ Todd B. Hammer
		Name:		Todd B. Hammer
		Title:		Member
		/s/ Thomas B. Ellis
		Thomas B. Ellis
		/s/ Todd B. Hammer
		Todd B. Hammer