[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS New Oriental Education & Technology Group Inc. (Exact name of issuer of deposited securities as specified in its charter) N/A Cayman Islands (Jurisdiction of incorporation or organization of issuer) DEUTSCHE BANK TRUST COMPANY AMERICAS ) (Exact name of depositary as specified] [ARTICLE II AMENDMENTS TO DEPOSIT AGREEMENT AND FORM OF RECEIPT Effective at the open of business (New York time) on August 18, 2011, each American Depositary Share shall represent one Share. At such time, all references in the form of Receipt to the number of Shares represented by each American Depositary Share are amended to reflect that each American Depositary] [Ziegler, Ziegler & Associates LLP Counselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 August 5, 2011 Deutsche Bank Trust Company Americas, as Depositary 60 Wall Street New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited ordinary shares New Oriental Education & Technology Group Inc.] [Certification under Rule 466 The depositary, Deutsche Bank Trust Company Americas, represents and certifies the following: (1) That it previously had filed a registration statement on Form F-6 (New Oriental Education & Technology Group Inc., 333-136862) that the Commission declared effective, with terms of deposit identical to the terms of deposit of this registration statement. (2) That its ability to]

[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS New Oriental Education & Technology (Exact name of issuer of deposited securitiesecified in its charter) N/Ayman Islands (Jurisdiction oforporation or organization of issuer) DEUTSCHE BANK TRUSTMPANY AMERICAS] [SUPPLEMENT AND AMENDMENT NO. 2 TO DEPOSITREEMENT SUPPLEMENT AND AMENDMENT NO. 2 TO DEPOSITREEMENTreement Depositreement Issuer Depositary W I T N E S S E T H WHEREAS, thempany and the Depositary executed the Depositreement for the purposes set forth therein; and NOW, THEREFORE, ARTICLE I] [Ziegler, Ziegler &sociatesunselors at Law th 570 Lexington Avenue, 44 New York, New York 10022 (212) 319-7600 Telecopier (212) 319-7605 August 5, 2011 Deutsche Bank Trustmpany Americas, Depositary 60 Wall Street New York, New York 10005 American Depositary Shares evidenced by American Depositary Receipts for deposited ordinary shares] [Certification under Rule 466 The depositary, Deutsche Bank Trustmpany Americas, represents and certifies the following: (1)That it previously had filed a registration statement on Form F-6 (New Oriental Education & Technology333-136862) that themmission declared effective, with terms of deposit identical to the terms of deposit of this registration statement.]