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U.S. SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F/A
 (AMENDMENT NO. 1)
 o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
 OR
 þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2010
 OR
 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934For the transition period from ______________ to _______________
 OR
 o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report _______________
 Commission file number 0-29620
 LJ INTERNATIONAL INC.
  LJ INTERNATIONAL INC.
  British Virgin Islands
  Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street  Hung Hom, Kowloon, Hong Kong
 Hon Tak Ringo NG, CFO
011-852-2764-3622 (telephone)ringong@ljintl.com (email)
011-852-2764-3783 (facsimile)
 Unit #12, 12/F, Block A
Focal Industrial Centre
21 Man Lok Street  Hung Hom, Kowloon, Hong Kong
  Title of each
    
    Name of each exchangeclass
    
    on which registered$.01 Par Value Common Stock
    
    NASDAQ(Common Stock)
  (Title of Class)
  (Title of Class)
    o þ
  o þ
  þ o
  o o þ
  þ
    
    U.S. GAAPo
    
    International Financial Reporting Standards as issued by
the International Accounting Standards Boardo
    
    Other
  o
    
    Item 17o
    
    Item 18
  o þ




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TABLE OF CONTENTS  ITEM 15. CONTROLS AND PROCEDURESITEM 19. EXHIBITSSIGNATURESEXHIBIT INDEXEX-12.1EX-12.2EX-13.1EX-13.2    Table of Contents  EXPLANATORY NOTE
    - 2 -




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ITEM 15. CONTROLS AND PROCEDURES
 (a) Disclosure Controls and Procedures.
   (b) Managements annual report on internal control over financial reporting.
 Internal Control-Integrated Framework
     - 3 -




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(c) Attestation report of the registered public accounting firm.
 
 (d) Changes in internal control over financial reporting.
  - 4 -




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ITEM 19. EXHIBITS
  1.1
    
    Memorandum of Association of the Company*1.2
    
    Articles of Association of the Company*1.3
    
    Amendment to Articles of Association of the Company*4.1
    
    Employment Agreement of Yu Chuan Yih with the Registrant**8.1
    
    List of Significant Subsidiaries of the Company***11.1
    
    Code of Ethics****12.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)12.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)13.1
    
    Certification of Chief Executive Officer Pursuant to Rule
13a-14(b) and 18 U.S.C. Section 135013.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)
and 18 U.S.C. Section 135015.1
    
    Consent of Gruber & Company, LLC ***
 
 *
    
    Incorporated by reference to the Exhibits to our Registration Statement on Form F-1 and
pre-effective and post-effective amendments thereto, SEC File No. 333-7912, declared effective
on April 15, 1998.**
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the
fiscal year ended December 31, 2009.***
    
    Previously filed as an Exhibit to our Annual Report on Form 20-F for the fiscal year ended
December 31, 2010.****
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2003. - 5 -




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SIGNATURES
  LJ INTERNATIONAL INC.(Registrant)Date: May 20, 2011
    
    By:
    
    /s/ YU CHUAN YIH

Yu Chuan YihChairman




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EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit1.1
    
    Memorandum of Association of the Company*1.2
    
    Articles of Association of the Company*1.3
    
    Amendment to Articles of Association of the Company*4.1
    
    Employment Agreement of Yu Chuan Yih with the Registrant**8.1
    
    List of Significant Subsidiaries of the Company***11.1
    
    Code of Ethics****12.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)12.2
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)13.1
    
    Certification of Chief Executive Officer Pursuant to Rule 13a-14(b) and 18
U.S.C. Section 135013.2
15.1
    
    Certification of Chief Financial Officer Pursuant to Rule 13a-14(b)
and 18 U.S.C. Section 1350

Consent of Gruber & Company, LLC***
 
 *
    
    Incorporated by reference to the Exhibits to our Registration Statement on Form F-1 and
pre-effective and post-effective amendments thereto, SEC File No. 333-7912, declared effective
on April 15, 1998.**
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the
fiscal year ended December 31, 2009.***
    
    Previously filed as an Exhibit to our Annual Report on Form 20-F for the fiscal year ended
December 31, 2010.****
    
    Incorporated by reference to the Exhibits to our Annual Report on Form 20-F for the fiscal
year ended December 31, 2003.