8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 8, 2011

CHINACAST EDUCATION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33771	20-178991
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 08, 20/F, One International Financial Centre, 1 Harbour View Street

Central, Hong Kong

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (852) 3960 6506

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On February 8, 2011, ChinaCast Education Corporation issued a press release announcing that it has made available on its investor website a letter to shareholders from its Chairman and Chief Executive Officer, Mr. Ron Chan Tze Ngon.  A copy of the press release is attached hereto as exhibit 99.1, and a copy of the letter to shareholders is attached hereto as exhibit 99.2

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit No.	Description
99.1	Press Release dated February 8, 2011
99.2	Letter to the Shareholders of ChinaCast Education Corporation, dated February 8, 2011

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  February 8, 2011	CHINACAST EDUCATION CORPORATION
	By:	/s/ Antonio Sena
		Name: Antonio Sena
		Title:   Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated February 8, 2011
99.2	Letter to the Shareholders of ChinaCast Education Corporation, dated February 8, 2011

EX-99.1

ChinaCast Education Corporation Releases Shareholder Letter on

its Investor Website

BEIJING, February 8, 2011 -- ChinaCast Education ("ChinaCast" or the "Company", (Nasdaq: CAST), a leading for-profit, post-secondary education and e-learning services provider in China, today announced that its Chairman and Chief Executive Officer, Ron Chan, has issued a letter to Company shareholders regarding the large trading volume of the Company’s shares last week.  For the complete letter, please refer to the following link at the Company’s website: http://www.chinacasteducation.com

About ChinaCast Education Corporation

Established in 1999, ChinaCast Education Corporation is a leading post-secondary education and e-learning services provider in China. The Company provides post-secondary degree and diploma programs through its three fully accredited universities:  The Foreign Trade and Business College of Chongqing Normal University located in Chongqing; Lijiang College of Guangxi Normal University located in Guilin; and Hubei Industrial University Business College located in Wuhan.  These universities offer four year and three year, career-oriented bachelor's degree and diploma programs in business, finance, economics, law, IT, engineering, hospitality and tourism management, advertising, language studies, art and music.

The Company also provides e-learning services to post-secondary institutions, K-12 schools, government agencies and corporate enterprises via its nationwide satellite broadband network. These services include interactive distance learning applications, multimedia education content delivery and vocational training courses. The Company is listed on the NASDAQ Global Select Market with the ticker symbol CAST.

Safe Harbor Statement

This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements express our current expectations or forecasts of possible future results or events, including projections of future performance, statements of management's plans and objectives, future contracts, and forecasts of trends and other matters. These projections, expectations and trends are dependent on certain risks and uncertainties including such factors, among others, as growth in demand for education services, smooth and timely implementation of new training centers and other risk factors listed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. Forward-looking statements speak only as of the date of this filing, and we undertake no obligation to update or revise such statements to reflect new circumstances or unanticipated events as they occur. You can identify these statements by the fact that they do not relate strictly to historic or current facts and often use words such as "anticipate," "estimate," "expect," "believe," "will likely result," "outlook," "project" and other words and expressions of similar meaning. No assurance can be given that the results in any forward-looking statements will be achieved and actual results could be affected by one or more factors, which could cause them to differ materially. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act.

Contact:

ChinaCast Education Corporation

Michael Santos, President-International

+1-202-361-3403

mjsantos@chinacasteducation.com

HC International

Ted Haberfield, Executive Vice President

+1-760-755-2716

thaberfield@hcinternational.net

EX-99.2

February 8, 2011

Dear Shareholders:

Happy Chinese New Year of the Rabbit! After a successful 2010, a year in which we made significant progress toward our long-term growth objectives, I would like to update you on the large share trading volume of CAST last week.

One factor that may have caused this increase is that our third largest shareholder, DirecTV, recently sold approximately 1.3 million of the 3.0 million shares of our stock they hold (please see the SEC 13G filing dated 2/2/2011, http://cchyy.client.shareholder.com/sec.cfm). As a non-core investment in their portfolio of assets, we view their stock sales as a long-term positive in further expanding our shareholder base and free float. Our management team strongly believes that our Company’s best days are ahead of us, as evidenced by the management team and board of director’s purchase of 1.34 million shares of common stock during the past twelve months, with a total value of $9.54 million.

In addition, there is continued volatility in the Chinese small cap market caused by short sellers making allegations against a few U.S.-listed Chinese companies. We have a simple, transparent corporate structure and a straightforward business model. I would highlight the following attributes as reasons why ChinaCast Education Corporation is an easy investment that investors should be confident in:

 1. Recurring, service cash business with significant excess demand

 2. Physical assets that grow in value over time

 3. Post-secondary education has high barriers to entry

 4. Management has consistently communicated with investors and hold similar interests as shareholders.

As always, we welcome the opportunity to answer any questions you may have regarding our company. We look forward to seeing many of you at the upcoming conferences in March. Thank you again for your continued support.

Regards,

Ron Chan Tze Ngon, Chairman and Chief Executive Officer

ChinaCast Education Corporation