FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Zhang Yizhao   2. Issuer Name and Ticker or Trading Symbol CHINA EDUCATION ALLIANCE INC. [CEU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 45 OLD MILLSTONE DRIVE, NIT 6 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2011 (Street) EAST WINDSOR, NJ 08520 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock (3) 05/09/2011   A   20,000 A $ 0 20,000 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option to Purchase Common Stock (1)

$ 2.9

06/18/2009

A

30,000

06/18/2010

06/17/2012

Common stock

30,000

$ 0

30,000

D

Option to Purchase Common Stock (2)

$ 1.26

05/09/2011

A

60,000

05/09/2011

05/08/2014

Common stock

60,000

$ 0

90,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zhang Yizhao 45 OLD MILLSTONE DRIVE, NIT 6 EAST WINDSOR, NJ 08520	X

Signatures

/s/Yizhao Zhang		05/10/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This option was issued pursuant to the Company's 2009 Incentive Stock Plan and an Incentive Stock Option Agreement dated as of June 18, 2009. The option vests on the first anniversary of the date of the option and may be exercised until three years from the date of the grant of the option, provided that the Reporting Person is still a director of or otherwise engaged by the Company at the date of vesting.
(2)	This option was issued pursuant to the Company's Amended and Restated 2009 Incentive Stock Plan and an Incentive Stock Option Agreement dated as of May 9, 2011. This option vests on the date of option and may be exercised until three years from the date of the grant of the option, provided that the Reporting Person is still a director of or otherwise engaged by the Company at the date of exercising.
(3)	On May 9, 2011, the Reporting Person was granted 20,000 shares of Common Stock pursuant to the Company's Amended and Restated 2009 Incentive Stock Plan dated as of May 9, 2011.

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