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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM?F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF?1933Xueda Education Group(Exact name of Registrant as Specified in its Charter)Cayman Islands(State or Other Jurisdiction ofIncorporation or Organization)?8200(Primary Standard IndustrialClassification Code Number)?Not Applicable(I.R.S. EmployerIdentification Number)A-4 Xibahe BeiliChaoyang DistrictBeijing 100028Peoples Republic of ChinaTelephone: (8610) 6427-8899(Address and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)Law Debenture Corporate Services?Inc.400 Madison Avenue, 4th?FloorNew York, New York 10017, United States(212)?750-6474(Name, Address and Telephone Number, Including Area Code, of Agent for Service)Copies to:Leiming ChenSimpson Thacher? Bartlett?LLP35th?Floor, ICBC Tower3 Garden RoadCentral, Hong Kong(852)?2514-7600?Howard ZhangDavis Polk? Wardwell?LLP26/F, Twin Towers (West)B12 Jian Guo Men Wai Avenue, Chaoyang DistrictBeijing 100022, China(8610) 8567-5000Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of this registration statement.?If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule?415 under the Securities Act of 1933, check the following box.?o?If this Form is filed to register additional securities for an offering pursuant to Rule?462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.?o?If this Form is a post-effective amendment filed pursuant to Rule?462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.?o?If this Form is a post-effective amendment filed pursuant to Rule?462(d) under the Securities A