Exhibit 31.2  CERTIFICATION  I, John Burns, certify
that:  1.I have reviewed this annual report on Form 10-K
of TAL International Group, Inc.;  2.Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;  3.Based on my knowledge,
the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;  4.The registrants other
certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rule 13a -15(f) and 15(d)-15(f) for the registrant
and have:  (a)Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;  (b)Designed such internal control over financial
reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;  (c)Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report based on such evaluation; and  (d)Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the registrants
most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the registrants internal control over financial
reporting; and  5.The registrants other
certifying officer and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing
the equivalent functions):  (a)All significant deficiencies and material weaknesses
in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and  (b)Any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrants
internal control over financial reporting.  /s/  John
  BurnsJohn BurnsSenior
  Vice President and Chief Financial OfficerDate: March 1, 2010