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)

July 16, 2008

CHINACAST EDUCATION CORPORATION

(Exact name of registrant as specified in charter)

Delaware 000-50550 20-0178991

(State or other
Jurisdiction of
Incorporation or
Organization) (Commission File Number) (IRS Employer
Identification No.)

25Fl. Qiang Sheng Mansion
No. 145 Pu Jian Road,
Pudong District
Shanghai, 211217, PRC

(Address of Principal Executive Offices and zip code)
(86 21) 6864 4666
(Registrant’s telephone
number, including area code)

(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 registrant under any of the following provisions:

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

     On July 16, 2008, ChinaCast Education Corporation (the “Company”), a Delaware corporation, entered into an agreement with Capela Overseas Ltd. (“Capela”) whereby the Company agreed to reduce the exercise price of the warrants (the “Warrants”) held by Capela from $5.00 per share to $4.25 per share. In connection with the reduction in the price of the Warrants, on July 22, 2008, Capela exercised in full an aggregate of 94,117 Warrants. Upon exercise the Company received approximately $399,997.

Item 3.02 Unregistered Sales of Equity Securities.

     As additional consideration for Capela exercising the Warrants in full as well as for the value of the Warrants, on July 12, 2008 the Company issued 14,934 restricted shares of common stock of the Company to Capela. All securities were issued pursuant to Section 4(2) of the Act.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Letter Agreement, dated July 16, 2008, between ChinaCast Education Corporation and Capela Overseas Ltd.

SIGNATURES

     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.

	CHINACAST EDUCATION CORPORATION
Date: July 22, 2008	By:	/s/ Antonio Sena
		Name:	Antonio Sena
		Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
EX-10.1 AGREEMENT LETTER

EX-10.1

Exhibit 10.1

July 16, 2008

Capela Overseas Ltd.

Dear Michael Barth:

This letter agreement between Capela Overseas Ltd. (the “Warrantholder”) and ChinaCast Education Corporation (the “Company”) sets forth the understanding between the parties in connection with the exercise by the Warrantholder of 94,117 warrants (the “Warrants”) currently held by the Warrantholder.

Pursuant to Section 3.1 of the Warrant Agreement dated on or about March 17, 2004 (the “Warrant Agreement”), the Company hereby agrees to reduce the Warrant Price (as defined in the Warrant Agreement) for the Warrantholder from $5.00 per share to $4.25 per share. In connection with this reduction of the Warrant Price, the Warrantholder hereby elects to exercise all of the Warrants, and to purchase the shares of common stock issuable upon the exercise of such Warrants (the “Common Stock”).

Further, pursuant to Section 3.3.1 of the Warrant Agreement, in connection with the exercise of the Warrants, upon exercise hereof, the Warrantholder shall execute the attached Subscription Form and submit it to the Warrant Agent and shall pay, in full to the Company, the Warrant Price, as hereby reduced, in cash, certified check or wire transfer, for each share of Common Stock as to which the Warrant is exercised.

In further consideration for the Warrantholder exercising the Warrants in full and in consideration for the current market price of the Warrants, upon such exercise and payment in full of the Warrant Price, the Company hereby agrees to issue to the Warrantholder 14,394 shares of restricted stock (the “Shares”), which was determined by the following formula:

Warrants exercised by the Warrantholder x 0.65

$4.25

The Warrantholder represents that it is an “accredited investor” as such term is defined in Rule 501 of Regulation D (“Reg. D”) promulgated under the Securities Act of 1933, as amended (the “Act”). The Warrantholder represents that the Shares are purchased for its own account, for investment and not for distribution except pursuant to an effective registration statement or a transfer exempt from registration under the Act..

The Warrantholder consents to the placement of a legend on any certificate or other document evidencing the Shares stating that they have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale thereof. Each certificate evidencing the Shares shall bear the legends set forth below, or legends substantially equivalent thereto, together with any other legends that may be required by federal or state securities laws at the time of the issuance of the Shares:

THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) REGISTERED UNDER THE ACT OR (II) (A) THE ISSUER OF THE SHARES (THE “ISSUER”) HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT AND (B) THE TRANSFEREE IS ACCEPTABLE TO THE ISSUER

Unless otherwise set forth herein, all terms shall have the meaning ascribed to them in the Warrant Agreement.

Except as expressly set forth in this letter agreement, all of the terms of the Warrant Agreement shall remain unchanged and in full force and effect.

The parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the internal laws of the State of New York.

This letter agreement may be signed in counterparts, which may be delivered by facsimile or other electronic transmission (which delivery shall not affect the validity of such counterparts).

Very truly yours,

CHINACAST EDUCATION CORPORATION

By:	/s/ Ron Chan
Name:	Ron Chan
Title:	CEO

Accepted and agreed to as of the date first above written:

CAPELA OVERSEAS LTD

By:	/s/ Michael Barth
Name:	Michael A. Barth
Title:	Director