[AMENDMENT No. 2 FORM F-1 REGISTRATION STATEMENT Xueda Education Group Cayman Islands 8200 Not Applicable A-4 Xibahe Beili Law Debenture Corporate Services Inc. (Name, Address and Telephone Number, Including Area Code, of Agent for Service) Copies to: Leiming Chen Approximate date of commencement of proposed sale to the public: o o o o] [XUEDA EDUCATION GROUP 13,430,000 American Depositary Shares Representing 26,860,000 Ordinary Shares (par value US$0.0001 per share) Form of Underwriting Agreement , 2010 Goldman Sachs (Asia) L.L.C. 68th Floor, Cheung Kong Center 2 Queen’s Road Central Hong Kong Schedule I Schedule II As Representative of the several Underwriters named in Ladies and Gentlemen: Company Schedule I U.S. Underwriters Schedule II International] [25 October 2010 Our Ref: DW/CW/C-4049-H04937 Xueda Education Group A-4 Xibahe Beili, Chaoyang District Beijing 100028 P.R. China Dear Sirs XUEDA EDUCATION GROUP We have acted as Cayman Islands legal advisers to Xueda Education Group Company Registration Statement (the “ Ordinary Shares relating to the offering by the Company of American Depositary Shares representing the Company’s Ordinary Shares of a] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 2 to Registration Statement No. 333-169971 of our report dated July 29, 2010, except for notes 20 and 21, as to which the date is September 10, 2010, relating to the consolidated financial statements of Xueda Education Group as of and for the years] [22 October 2010 Mr. Jeffery Gao Chief Financial Officer Xueda Education Group No. 4, Xibahe Beili, Chaoyang District, Beijing, 100028, P.R.C. Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF XUEDA EDUCATION GROUP Dear Mr. Gao: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.4 5 a2200591zex-23_4.htm EX-23.4]