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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) 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